Licence agreement

Reckon Elite Software End User Licence Agreement

 

Warning: Permission to use the Reckon Elite Software ("Elite") and documentation is conditional upon you, the Customer, agreeing to the terms set out below. Do not install Elite until you have read and accepted all the terms of this licence. Installation of Elite will be deemed to be your acceptance of the following terms.

If you do not wish to accept these terms either (a) return this package to Reckon Limited, ACN 003 348 730 trading as Reckon Elite ("Reckon") within fourteen (14) days of purchase or (b) do not install Elite and notify Reckon within fourteen (14) days of purchase that you wish to apply for a refund; and any licence fee you may have paid will be refunded to you. Please note that in the case of (b), refunds are only granted for genuine business reasons.

1. Licence   The copyright in Elite and its documentation is owned by Reckon.

1.1 Subject to the terms of this licence you are granted a non-exclusive right for the Licence Period to use Elite on:

a)         A Single Computer:  on a single computer only, including but not limited to desktop, laptop, tablet or other device, unless you have obtained a licence for use on a terminal server; or

b)         A Terminal server: on the terminal server for the number of users as agreed in writing by Reckon.

1.2 The Licence Period is for one year only, which includes access to the previous year's version. Upon payment of the appropriate licence fees at the end of one year the Licence Period will be extended for another year and so on.

2. Your obligations   You hereby undertake:


  • Not to copy, reproduce, translate, adapt, vary, modify, de-compile, disassemble, reverse engineer, create derivative works of, modify, sub-license, rent, lease, loan, share or distribute Elite, relevant Login, password or other access detailsor its documentation other than as expressly authorised by this licence;
  • Not to use Elite for or in connection with a service bureau operation, hosting or other services by internet or by any other means;
  • To supervise and control the use of Elite in accordance with the terms of this licence; to ensure that your officers, employees, sub-contractors and other agents who have authorised access to Elite are made aware of the terms of this licence;
  • Not to provide or otherwise make available Elite in any form to any person; and to advise Reckon in writing within seven (7) days of you becoming aware of any person using Elite who is not licensed by Reckon to do so.

You acknowledge that copyright subsists in Elite and in any documentation and that the copyright belongs to Reckon.

You shall not during or any time after the expiry or termination of this licence permit any act, which infringes that copyright.

You shall indemnify Reckon fully against all liabilities, costs (on a solicitor and own client basis) and expenses, which Reckon may incur to a third party as a result of your breach of any of the provisions of this agreement.

You acknowledge we may audit the copies of Elite in use or possession by you including the number of computers upon which Elite is being used and the number of users. If the audit reveals underpaid or unpaid fees due to us, we will send you an invoice payable within 14 days. If the invoiced amount is 5% or more of the Fees, you must pay the auditor’s cost within 14 days of our invoice.

3. Data Collection & Privacy

a)    You acknowledge and agree that Reckon collects information from you when registering, activating and validating Elite. Additional information may also be collected in relation to your use of Elite. Reckon handles personal information in accordance with the Privacy Act 1988 (Cth) and the applicable Privacy Principles (collectively “Privacy Laws”). For details on how we collect, use, disclose and store your personal information and how you can contact us if you want to access or correct personal information please refer to Reckon’s Privacy Policy on our website www.reckon.com.

b)    By activating and using Elite, including technical support:

i.    you agree to allow Reckon to use and disclose any personal information provided to Reckon in connection with this Licence in accordance with Reckon's then current privacy policy displayed on Reckon's website; and

ii.    you acknowledge and agree that you are solely responsible and liable for any personal information you collect, use or store using Elite; and

iii.   you comply with the Privacy Laws in relation to any disclosure of personal information to us and for our use in accordance with this Agreement and our Privacy Policy;

iv.   you are responsible and liable for any personal information disclosed by to us in accordance with this Agreement and will indemnify us for any complaint, loss or damage relating to our use of such personal information.

4. Support

4.1 Reckon shall provide electronic support for Elite. Should you wish to use other support services, such as telephone support, and if any charges apply in relation to such other support services, you agree to pay the then published rates in relation to such services which are supplied pursuant to the terms and conditions set out in this agreement. Any period of support notified in the published rates shall be automatically renewed unless either party advises the other party in writing or by email that it does not intend to continue with such support prior to the expiration of the term. Reckon reserves the right to suspend the provision of services unless its accounts are promptly paid.

Reckon will provide technical support for Elite only (and for the avoidance of doubt this does not include support for third party hardware or software, which remains the responsibility of the relevant third party) on the latest version of Elite, including any subsequent upgrades released for Elite.

Reckon cannot provide support for third party software applications (for example database inquiry applications and their impact on data integrity) used in conjunction with Elite or to repair or modify any data or database infrastructure caused by the use of any third party software application.

4.2     Onsite & Remote Support (“Consulting Support Services”): Reckon shall provide onsite and remote support (“Consulting Support Services”) in accordance with the then current Reckon Elite Onsite & Remote Technical Support policy and for the fees as published in the policy.

a)       By requesting and accepting the Consulting Support Services you agree:

i.      to the terms and conditions of this Agreement, including but not limited to this clause 4;

ii.     to pay for the basis of our actual time incurred (minimum of 2 hours) based on fees published in the Reckon Elite Onsite & Remote Technical Support policy;

iii.    any expenses;

iv.    any cancellation fees;

v.     you must notify us of any hardware upgrades and software platforms upon which your IT systems operate within a reasonable time of a consultant arriving to provide Consulting Support Services;

vi.    you must ensure your technical support person is present or able to be contacted for the full period that the consultant is engaged to provide the Consulting Support Services; and

vii.   if you require the installation of third party software and/or third party hardware as part of the Consulting Support Services, you authorise the consultant to accept on your behalf the terms of any licence agreement with a third party software and/or third party hardware licensor which requires acceptance as part of the installation process. If you wish to see the terms of any third party software and/or third party hardware licence in advance you must notify us at least 3 business days prior to the scheduled date for installation of the applicable third party software and/or hardware.

 

b)       Confidentiality Reckon acknowledges that data it accesses to enable it to provide the Consulting Support Services may contain information you consider confidential (the "Confidential Information") and that Reckon will have access to such Confidential Information in connection with the performance of any Consulting Support Services.

(i)       Confidential Information does not include information that:

A.  becomes a matter of public knowledge;

B. is rightfully received from a third party without a duty of confidentiality;

C. is independently developed by Reckon or a third party; or

D. is required to be disclosed by Reckon pursuant to applicable law or government order.

(ii)         During the course of the Consulting Support Services, Reckon will limit access to the Confidential Information to persons with a need to know, and will use commercially reasonable efforts to prevent the unauthorized use, dissemination, or disclosure of the Confidential Information.

(iii)        All Confidential Information shall remain your property.

c)    Limited Warranties: Except as required by the Consumer Guarantees, Reckon disclaims all warranties with respect to any Consulting Support Services, whether express implied, written, oral or statutory, including without limitation, warranties of merchantability and fitness for a particular purpose. You acknowledge sole responsibility for retaining originals of any files, data or other materials delivered to Reckon to perform Consulting Support Services.

 

d)    Cancellation of Consulting Support Services: If you have requested Consulting Support Services and you subsequently request cancellation before those Consulting Support Services are performed then the a cancellation fee is payable by you if a cancellation request is received within 3 business days of the scheduled date for performance of those Consulting Support Services unless we are able to re-deploy the consultant who has been booked to perform those Consulting Support Services. Further, you will be liable for any non-refundable portion (which may be 100% in some instances) of any expenses suffered, sustained or incurred by us in connection with a booking which is cancelled.

 

e)    Reckon is not liable to you for any loss howsoever sustained by reason of your use of Consulting Support Services.

 

f)     By accepting the Consulting Support Services you agree to the terms and conditions of this Agreement, including but not limited to this clause 4.

5. Upgrades   Reckon may, in its sole discretion, make upgrades available from time to time via the web site at http://www.reckonelite.com.au. Other upgrades, which include new functionality, may be available upon request for a fee. Other than as set out in this paragraph, nothing in this agreement imposes an obligation on Reckon to rectify any software or documentation errors in Elite or to provide you with any corrections, modifications, enhancements or other form of upgrades in relation to Elite.

6. Disclaimer and acknowledgments   You acknowledge that: Supplied with Elite are certain operating instructions and a failure to follow these instructions carefully could result in erroneous data being produced by Elite; You should check all final results provided by Elite for any anomalies; Elite does not check for all anomalies and data incorrectly entered may be processed without question; and Elite is licensed to you on the understanding that, subject to the warranties below, Reckon is not responsible for the results of any actions taken, either by you or a third party relying on figures supplied or not supplied by Elite. You are responsible for checking the impact of any third party software you use in conjunction with Elite, in particularly the impact on your data and the database infrastructure within Elite.

7. Limited Warranty   Elite comes with guarantees that cannot be excluded under the schedule 2 of the Competition and Consumer Act 2010 (Cth) as amended from time to time (“Consumer Guarantees”), or other similar legislation of a state or territory of Australia (“Consumer Laws”). You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Except as required by the Consumer Guarantees, Elite is provided to you on an "as is" basis and without any representations by Reckon or any of its authorised distributors regarding the use, performance or results of the use, of Elite. While Reckon has endeavoured to make sure that Elite works substantially as per the specifications published by Reckon from time to time, Reckon does not guarantee that Elite will work on all computer hardware platforms or configurations and makes no warranty that Elite will be error free, that its use will be uninterrupted or be fit for your purpose.

Reckon does not guarantee connections to web based services and servers as these may be dependent upon third party networks and security measures over which Reckon has no control.

Reckon does not and cannot warrant the quality of any third party software applications (for example database inquiry applications and their impact on data integrity) used in conjunction with Elite, nor their suitability for the purpose provided. It is your sole responsibility to make appropriate enquires and satisfy yourself as to the quality and fitness for purpose of any third party software applications, and in the case of database inquiry applications to satisfy yourself that data integrity is maintained.

8. Limitation of liability

8.1 Certain laws, including the Consumer Guarantees, may imply certain guarantees, conditions and warranties into this Licence or impose certain guarantees, conditions and warranties by law and give you certain rights and remedies that cannot be excluded or modified. This clause 8 and the limited warranties provided in clause 7, do not exclude or modify any of those rights if to do so would contravene that law or make any part of this Licence void.

8.2 To the full extent permitted by law, Reckon excludes all conditions, warranties and rights that may be implied into this Licence. If conditions, warranties or other rights for your benefit are implied in this Licence or otherwise conferred by law and it is not lawful to exclude, restrict or modify them, then those conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence.

8.3 Reckon's (and its distributors') liability for breach of any implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again.

8.4 Except as required by the Consumer Guarantees, other than as set out in clause 8.2 and to the full extent permitted by law:

a)    Reckon (and its authorised distributors) will not be liable to you or any other person for any direct or indirect loss, damages, liability, costs or expenses suffered by you or any other person relating to the performance or non-performance of Elite or any breach of this Licence or the supply of Elite or in connection with, but not limited to, any online services, use of tax tables or provision of technical support (whether by telephone or remote access or other means); and

b)    Reckon's maximum liability for damages arising in connection with this Licence or the supply of Elite is limited to the amount paid by you for Elite.

8.5 You agree that Reckon (and its authorised distributors) will not be liable, other than as expressly set out in this Licence, and that you will indemnify Reckon (and its authorised distributors) from any liability, loss, damage, costs or expenses which you may suffer or incur as a result of your use of Elite (including any claims made against you by third parties).

8.6 Use of Elite is not provision of professional advice. The information contained in Elite may contain features designed to assist you in complying with the requirements of the relevant legislation, eg: BAS and imposing the Goods and Services Tax (the "GST") or the equivalent in the user's home country. These features in Elite have been developed with regard to the GST laws and regulations and guidelines provided by the Australian Taxation Office (the "GST Laws") as at the date of development of Elite. The GST Laws are subject to change and Elite may not be correct at the date upon which you make use of Elite. While the features will assist in GST calculations, Reckon does not warrant that the Australian Taxation Office or the user's home country tax office will agree with such calculations. The help contained in Elite is not a substitute for professional advice. All applicable laws are extremely complex in nature and if you are not a professional user, then legal and accounting advice should be obtained before taking any action in reliance on Elite. Elite is also not financial product advice. If Elite contains features to assist with superannuation guarantee requirements, then while Reckon will use reasonable efforts to make sure that it is up to date, Reckon does not warrant that the relevant reports will be compliant with legal requirements, as these change from time to time.

In addition any tax tables or other tax updates that might be supplied with Elite are also changed from time to time and if you are not a professional, you should consult with your professional adviser before relying on the tax tables or other tax updates. Reckon does not warrant that the tax tables are up to date at your date of purchase. In providing you with the tax tables, Reckon is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, and you are not yourself a professional, you should seek the service of a competent professional.

8.7 Reckon has no responsibility for recommendations. Reckon, its employees, agents, contractors and the authors disclaim any and all liability and responsibility to any person, whether a user of Elite or not, in respect of anything (including, without limitation, any error in or omission from Elite) and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content, recommendations or help contained in Elite.

8.8 To the full extent permitted by law, Reckon and its authorised distributors disclaim all liability for any corruption of data, inability to access data, loss of data, breach of privacy, or downtime as a result of or arising from the use of any online link available between Elite and another server including without limitation in connection with any online services.

8.9 Reckon makes no warranty or representation in connection with the Online Services, the responsibility for which rests with the relevant provider of such Online Services.

9. Duration   If this Agreement is extended then the terms and conditions of this Agreement shall apply with the necessary modifications. This Agreement may be terminated without notice in the following circumstances: if you breach any term of this agreement; if you become the subject of insolvency proceedings; if you, being a firm or partnership, are dissolved; or if you destroy Elite and documentation for any reason. Upon termination, you or your representative shall destroy any remaining copies of Elite and documentation or otherwise return or dispose of such material in the manner directed by Reckon. Termination pursuant to this clause shall not affect any rights or remedies, which Reckon may have otherwise under this licence or at law.

10. Licence Fees   To the extent permitted by law, the licence fee does not include any taxes, charges, levies or duty which may be payable on the supply of such goods and services including without limitation any GST, stamp duty or otherwise. To the extent permitted by law, you are responsible for such taxes, charges, levies and duties and shall pay same to Reckon upon request.

11. Assignment   You may only transfer all your rights and obligations under this licence to another party if you have first obtained our prior written approval. Your licence will then be terminated. If Elite is licensed in multiples of two or more (for example a pack) it may only be transferred in its entirety. Individual licences to such components cannot be transferred.

12. Waiver   Failure or neglect by Reckon to enforce at any time any of the provisions of this agreement shall not be construed or deemed to be a waiver of Reckon's rights under this licence.

13. Severability   If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement shall remain otherwise in full force apart from such provision or part provision, which shall be deemed, deleted.

14. Entire Agreement   This agreement constitutes the entire agreement between the parties for the subject matter referred to in this agreement. Any prior arrangements, agreements, representations or undertakings are superseded. No modification or alteration of any clause of this agreement will be valid except in writing signed by each party.

15. Governing law   This agreement will be governed by and construed according to the law of the State of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the Courts of New South Wales, Australia.

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