Software license agreement for the use of Free Accounting Software

This is the Software License Agreement fo the use of Free Accounting Software

Updated: 13 November 2018

This Software Licence Agreement is made between You and Free Accounting Pty Ltd ABN 38 111 951 645 of 24 Meadow Road, Springfield, New South Wales, 2250 (the Licensor). The Licensor may change the terms of this Software License Agreement at any time. By using this software You are indicating your acceptance of this Software Licence Agreement and agree to be legally bound by it. Changes to the Software License Agreement will be announced on the software Welcome Page.

Changes to these terms will be notified to You by

1. Grant of License

The Licensor grants You a non-exclusive, non-transferable, revocable licence to Use the Software and Materials on and from the date of this Agreement for the Permitted Purpose.

You may not assign the License

You may not sublicense the Licence.

You are not permitted to adapt/modify the Software and Materials.

You are not permitted to reverse engineer, reverse assemble or reverse compile or otherwise endeavour to obtain the source code from the object code.

2. License Fee

Businesses using the software for their own record keeping, free.

Identity verification fee, $20 including GST per identity verification if the user chooses to verify their identity.

Tax Agents and BAS Agents will pay the fee as set out in Part D of the Schedule.

All fees are in Australian dollars. We do not give refunds.

3. Intellectual Property

You must not alter, remove or obscure any trade mark or copyright symbol or legend or other proprietary mark on the Software and the Materials.

4. Licensor Representations and Warranties

The Licensor represents and warrants that it has the right to license the Software and the Materials to You.

Your use of the Software and the Materials will not infringe the rights including Intellectual Property Rights of any third party.

5. Your Warranties, Obligations and Acknowledgements

You warrant that you have not relied upon any representation made by the Licensor other than as set out in this Agreement.

You are not permitted to sell, charge, mortgage or otherwise encumber the Software and/or the Materials in any way.

You are solely responsible for the use, supervision, management and control of the Software and the Materials.

You will ensure that the Software and Materials are at all times protected from access, use or misuse and damage and destruction by any person not authorised by either the Licensor or You, and You will notify the Licensor immediately if it becomes aware of any unauthorised use of the Software and/or Materials.

You acknowledge that, subject to Clause 1, You have no Intellectual Property Rights in the Software and/or the Materials.

You acknowledge that the Licensor gives no guarantee as to the accuracy or completeness of the Software and the Materials or that they are free from error.

You acknowledge that the Licensor is not contracted under this Agreement to install or provide acceptance testing of the Software.

You agree to upgrade the software as and when required by the Licensor.

6. Limitation of Liability

To the fullest extent permitted by law, the Licensor expressly disclaims all implied warranties and conditions including without limitation implied warranties as to merchantability and fitness for purpose of the Software and Materials.

To the extent that any liability of the Licensor under the Competition and Consumer Act 2010 (Cth) cannot be excluded, the Licensor's liability is limited to replacing the Software and/or Materials.

To the fullest extent permitted by law, the Licensor excludes all liability for indirect and consequential loss including without limitation the loss or corruption of the Software, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind arising from this Agreement.

7. Indemnity

You indemnify and holds harmless the Licensor and promise to keep the Licensor indemnified against any loss, claim, action, settlement, award, judgment, expense or damage of whatsoever kind or nature and howsoever arising that the Licensor might suffer as a result of any inaccuracy of the Software and/or the Materials including any unauthorised use of the Software and/or Materials by You.

8. Termination

Where You fail to perform any of your obligations set out in this Agreement, the Licensor reserves the right to immediately terminate the Licence with Notice to the You.

Subject to the following clause, on termination the parties agree that all rights granted to You under this Agreement will cease immediately and You will return all Software and Materials provided under this Agreement. If requested by the Licensor, You will provide Notice to the Licensor stating that the Software and Materials have been returned, destroyed or otherwise dealt with as the case may be as directed by the Licensor.

Following termination, the parties agree that the provisions set out in Clauses (Licensor warranty), (Your warranty) and (Limitation of Liability) will continue to be binding.

9. Notices

Any Notice given pursuant to this Agreement must be in writing, signed by an officer of the sender, addressed to the recipient at the address, facsimile number or email address as set out in Part E of the Schedule or as a party may from time to time notify in writing to the other.

A Notice will be deemed given on the same day if hand delivered with authorised receipt; if posted, then three (3) business days after date of posting; if faxed, upon successful transmission record; and if by email, by return email to the sender informing receipt of the email.

10. Dispute Resolution

In the event of a dispute arising between the parties in respect of any right or obligation under this Licence, each party covenants with the other in good faith to take all steps necessary to attempt to resolve the dispute.

In the event that the parties are unable between themselves to resolve a dispute within a reasonable period having regard to the nature of the Licence and the dispute, then either party may apply to their local State/Territory Alternative Dispute Resolution centre for resolution of the dispute under the ADRoIT Principles.

11. General Provisions

(Law and Jurisdiction) This Agreement shall be governed by and construed in accordance with the laws of New South Wales and any claim made by one party against the other in any way arising out of this Agreement will be heard in New South Wales and the parties submit to the jurisdiction of those Courts.

(Relationship) Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture or agency between the parties.

(Entire Agreement) The terms of this Agreement constitute the entire terms of this Agreement and all understandings, prior representations, arrangements or commitments that are not contained in this Agreement have no effect whatsoever and do not bind the parties.

(Waiver): No waiver of any right or remedy will be effective unless in writing and shall not operate as a waiver of that right or remedy or any other right or remedy on a future occasion.

(Implied Terms): Any implied term under law that can be excluded is hereby expressly excluded and no term is to be implied as being a term of this Agreement unless by law it cannot be excluded.

12. Definitions and interpretation

"Agreement" means this licence agreement including the Schedule and any amendments in writing.

"Financial Year" means the 12 months ending on 30 June.

"Intellectual Property Rights" means all rights in copyright, circuit layout, designs, trademarks, patents and all other rights in intellectual property as defined in Article 2 of the World Intellectual Property Organisation (WIPO) Convention whether registrable, registered, patentable or not.

"Licence" means means the software licence granted by the Licensor to You in 1. Grant of License.

"Materials" means he documentation provided by the Licensor to You including the operating manuals and other materials set out in Part A of the Schedule relating to the Software and includes updates to those materials.

"Permitted Purpose" means the purpose set out in Part B of the Schedule.

"Software" means the computer program/s provided by the Licensor set out in Part C of the Schedule and includes any updates provided by the Licensor during the term of this Agreement.

"Tax Invoice" means an invoice that is GST compliant.

"Use" means use/load, run.

"Welcome page" means the first page that is displayed after starting the software.

"You" means you and/or business entity that is using the software.

Schedule

Part A - Materials

Software manuals and guides, videos and reference sheets

Part B - Permitted Purpose

Recording transactions and lodging documents for your business.

Part C - Software

The "FAS3 Desktop" accounting and SBR lodgement software provided by Free Accounting Pty Ltd and upgrades.

Part D - License Fee

Businesses using the software for their own record keeping, free.

Identity verification fee, $20 including GST per identity verification if the user chooses to verify their identity.

Tax Agents and BAS Agents, $330 including GST per financial year.

All fees are in Australian dollars. We do not give refunds.