In this article
1. About these Terms
These terms and conditions (Terms) govern your use of MYOB Practice Compliance Client Accounting and included functionality that we make available from time to time (collectively, Product).
The Product is provided by MYOB Australia Pty Ltd ABN 12 086 760 198 of Level 3, 168 Cremorne Street, Cremorne, VIC 3121, Australia (if your Sales and Services Agreement is governed by the laws of Victoria, Australia) or MYOB NZ Limited (Company Number 902338) of 801/50 Albert Street, Auckland Central, Auckland, 1010, New Zealand (if your Sales and Services Agreement is governed by the laws of New Zealand) (MYOB, we, us or our).
Throughout these Terms, you, yours and user refer to the individual or entity that accesses or uses the Product. By purchasing a subscription for, accessing, or using the Product, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Product. If you are accessing or using the Product on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and that the entity agrees to be responsible for your use of the Product. These Terms are a legally binding agreement between us and you.
These Terms operate in addition to the Sales and Services Agreement and, if applicable the MYOB Practice Terms of Use and MYOB Accountants Office Live and Accountants Enterprise Live Terms of Use. Unless otherwise defined in these Terms, any capitalised terms have the meaning given to them in the Sales and Services Agreement.
Please refer to the relevant Sales and Services Agreement for further details in relation to your use of the Product, including:
the Term of the Sales and Services Agreement and the Supply Order (clause1);
our obligations to you (clause 2);
your obligations to us (clause 3);
when and how we may change the Sales and Services Agreement, Fees or the Product, including what options you have in such circumstances (clause 4);
payment of Fees (clause 5);
confidentiality, privacy and data security (clause 6);
both of our intellectual property and data rights (clause 7);
data feeds, including bank feeds (clause 14);
both of our termination rights (clauses 4.5 and 11); and
liabilities, warranties and indemnities (clauses 6.5, 7.5, 8.4 and 9).
Where there is a conflict between the Sales and Services Agreement and these Terms, these Terms takes precedence (unless expressly stated otherwise).
The Product contains intellectual property of our licensor. In agreeing to these Terms, you also agree to comply with our licensor’s Terms of Use (Silverfin Terms of Use) as is applicable to your agreement with MYOB.
2. Services
We agree to supply, and you agree to use, the Product in accordance with these Terms and your Sales and Services Agreement.
3. Use and Availability of the Product
You must have at least one User to access the Product. You may need internet access to use certain aspects of the Product.
You are responsible for getting and keeping internet access that is compatible with the Product, including browser software versions that are compatible with the Product as published by us on our website from time to time. We are not responsible for notifying you of any upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted using networks or facilities which are not owned or operated by us.
You also need to ensure that your operating systems are compatible, in order to access the Product. For more information on the system requirements, please refer to the System Requirements and Compatibility Statements .
4. Product Upgrades
We may offer you Updates and New Releases from time to time if they are made generally available to other customers. For you to get the best out of the Product, and to enable us to provide you with the best support and resources possible, it is important that you always operate the most current version of the Product. You may not be able to access, use or continue to use the Product if certain Updates or New Releases are not installed, for example, if they are critical to the functionality or security of the Product.
5. User obligations
In addition to any obligations under the Sales and Services Agreement, you must ensure your user list remains up-to-date. In particular:
you control who has access to your Product, including which users can view and modify your data. You can add or remove users, or change their level of access or permissions at any time by following these instructions https://practice-support.myob.com/mpca/adding-users
you are responsible for the acts or omissions of your users in relation to the Product. You must ensure that your users are aware of, and comply with, these Terms; and
if a user leaves your business, it is your responsibility to remove their access to the Product.
You must also take appropriate security precautions to prevent unauthorised access to your Product, including (without limitation) protecting your access codes, username and password for the Product. You must not:
tell anyone your password, including any member of your family; or
let anyone else, whether acting as your agent or not, access the Product using your username and password.
If you think anyone else might know your password you should reset your password, or contact us as soon as possible to arrange a new password. You must let us know of any changes to your details which you have provided to us in relation to Product and provide any reasonable proof that we may require. Lastly, you must not:
use the Product in a way that contravenes any Applicable Law or violates a third party’s legal rights;
interfere with the operation of the Product;
sell, commercialise, lease, loan or otherwise distribute the Product to third parties without our prior written consent;
reverse-engineer, decompile, or otherwise attempt to discover source code, formulae or processes in respect of the software behind the Product;
copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any Product content (except in respect of Customer Data or where we have given you prior written consent);
use the Product in any way which is unlawful, harmful, threatening, abusive, vulgar, obscene or otherwise objectionable or is connection with any such purpose or activity;
upload any material (including pdf. and .jpg files) into the Product that contains Personal Information of any individual (without that individual’s express or implied consent), or infringes the Intellectual Property Rights of any third party;
directly or indirectly introduce, or permit the introduction into the Product of, any software viruses or other malicious computer code, files or programs, or in any other manner corrupt, interrupt, destroy or limit the functionality of the Product;
use the Product to send “spam” or otherwise make available any offering which violates these Terms;
remove, modify or tamper with any copyright, acknowledgment, attribution, trade mark, warning, disclaimer, regulatory or legal notice or link that is incorporated into the Product; or
act in a manner that is verbally or physically abusive, threatening or amounts to bullying or harassment of any of our employees, contractors or agents (including our customer support teams).
6. Availability of Product
a. The Product could be disrupted if systems failure occurs due to technology used by either us or Third Parties involved in providing Product.
b. In relation to any device which you use to access the Product, we recommend that you obtain and maintain up-to-date virus, security and intrusion prevention and scanning software which is specifically designed for all devices you use to access the Product.
c. The Product may also be unavailable for short periods because of system maintenance or upgrades. If this is needed, we will use our best efforts to inform you beforehand.
d. In order to maximise your business continuity, and to make tax compliance easier, we encourage you to take steps to back up and archive your data on a regular basis.
7. Customer Data Indemnity
You indemnify us (and our licensors) from and against any liability (including costs, damages and reasonable legal or accounting fees) suffered or incurred by us (or our licensors) arising from or in connection with any Customer Data infringing any rights of Third Party (including any Intellectual Property Rights).
8. Additional Terms: Client Accounting API
These terms apply to your use of Client Accounting API
8.1 Licence
We grant you a restricted, non-exclusive, non-transferable, non-assignable license, without the right to sub-license, to the Client Accounting API solely in accordance with the API documentation described at https://api.getsilverfin.com/api_docs. (Documentation) and solely for your internal business purposes.
8.2 Restrictions
You must comply with all restrictions set forth in this Addendum and the Documentation. You will not have the right to:
(i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the API by any means whatsoever, or disclose any of the foregoing; or
(ii) use the APIs in any way that is unlawful, illegal, fraudulent or harmful; or
(iv) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You will ensure that your API credentials and tokens are not used by any third party and keep your credentials and tokens confidential and secured.
9. Representations and warranties
We do not warrant that the APIs will be compatible with any application, program or platform not specifically identified as compatible in the Documentation.
To the extent permitted by law, MYOB does not make express or implied warranties regarding the use or performance of the APIs, including, without limitation: any implied warranties of merchantability, or fitness for a particular purpose or the APIs reliability and availability.
10. Modifications
We (or our licensors) may modify the APIs and the Documentation from time to time (Modification) and without any notice to you. You can subscribe and receive notifications of a Modification to the APIs as set out in the Silverfin Terms of Use.
We may require that you, within thirty (30) days from the date of notification of any Modification(s) (or such shorter period of time required by our licensor as set out in the notification of the Modification(s)) (Conformance Period) comply with such Modification(s) by implementing and using the most current version of the API and making any changes to applications that may be required as a result of such Modification(s). You acknowledge that a Modification may have an adverse effect on applications, including but not limited to changing the manner in which applications communicate with the APIs. To the maximum extent permitted by law, we will not be liable to you with respect to such Modifications or any adverse effects resulting from such Modifications. Your continued access to or use of the APIs following the Conformance Period will be deemed acceptance of the Modification(s).