Absolute Trust and Office Management (ATOM) Licence Agreement

These are the terms and conditions for our supply of Absolute Trust and Office Management (ATOM) to you, including our obligations to each other, if you are a user of ATOM (Terms).

1. About these terms

These are the terms and conditions for our supply of ATOM to you, including our obligations to each other (Terms).

These terms do not exclude, restrict or modify:

  • the application of any provision of the Australian Consumer Law (whether applied as a law of the Commonwealth or any State or Territory of Australia) (ACL);
  • the exercise of any right or remedy conferred by the ACL; or
  • the liability of ATOM for a failure to comply with any applicable consumer guarantees where to do so would:
    • contravene the ACL; or
    • cause any part of these Terms to be void.

Definitions

Some words in these Terms have particular meanings:

Business Day means a week day, except for:

  • a national public holiday;
  • a day on which banks in Victoria or New South Wales are generally closed; or
  • a public holiday in New South Wales.

Business means the business for which the application is made and accepted for ATOM. This would include, but is not limited to, sole traders, partnerships, companies and trusts.

Fees means the fees and charges relating to the provision of ATOM.

Loss or Claim means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses.

ATOM means any of the services, facilities or functionality which form part of ATOM and which we make available to you from time to time.

Personal Information means that term as defined in the Privacy Act. Basically, this is information about an identifiable individual.

Privacy Act means the Privacy Act 1988 (Cth) as updated, amended or replaced from time to time. Professional Partner means a person who provides bookkeeping, accounting or similar services to you, and who you appoint as a User.

Third Party means any person we have contracted with to help us provide ATOM. This includes all service providers engaged by us for the delivery, maintenance and administration of ATOM.

User means a person authorised by you to use ATOM (including a Professional Partner). ATOM is a multi-user system.

we, us and our means Absolute Trust and Office Management (ATOM).

you means the Business, including each User.

2. General terms

2.1 Protecting your username and password

Unless you take adequate security precautions, it could be possible for an unauthorised person to gain access to your ATOM data. It is important to take all reasonable precautions to ensure that your username and password are not misused, and remain secure and confidential. In particular:

  • you must not tell anyone your username or password, including any member of your family;
  • you must not let anyone else, whether acting as your agent or not, access ATOM using your username and password; and
  • you must be extra careful when accessing ATOM from public computers.

If you think anyone else might know your password you should reset your password from within ATOM, or contact us as soon as possible to arrange a new password.

You agree to be liable if your login details are used by an unauthorised person.

2.2 Other responsibilities you have as a User

  • No interference with ATOM – You will not:
    • interfere with the operation of ATOM or overload the system;
    reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind ATOM; or
    • copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from ATOM except where we have given you permission.
  • Cooperation and limited authority in relation to Third Parties – You:
    • must do all things we consider appropriate to enable us to fulfil our obligations to Third Parties in relation to ATOM; and
    • authorise us to give a Third Party or other person any authority, consent or instruction in respect of ATOM, to enable us to provide ATOM to you.
  • Giving access to other Users - You can authorise other people (including Professional Partners) to have access to your ATOM data as Users. Subject to the access rights you grant, they will be able to view and modify your ATOM data. Their use of ATOM is subject to these Terms, so we suggest that you provide them with a copy. You are responsible for their use of ATOM. You can stop their access by removing them from your User list within ATOM or by contacting us.
  • Change of details – You must let us know of any changes to your details which you have provided to us in relation to ATOM, and provide any proof of the change we require.

2.3 Use of ATOM and our intellectual property

  • What you can do – until your use of ATOM is terminated, you have a non-exclusive and non-transferable licence to use ATOM in the way that we authorise from time to time.
  • We retain our intellectual property rights – except where specifically set out in these Terms, these Terms do not give you any intellectual property or other rights in any of our:
    • software, documents, templates, marketing material, trademarks, business names, logos, trading styles, get-up, processes or methodologies; or
    • other intellectual property,
    and you (including your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.

  • Intellectual property rights deriving from your use of ATOM – You agree that any intellectual property rights in any systems, processes or methodologies developed by you which derive from your use of ATOM become our intellectual property.

2.4 Trial user

  • . If you are a trial user, you will be able to use ATOM free of charge for 30 days. At the end of this period, you have the option of subscribing to ATOM for a fee. If you do not subscribe, your access to ATOM will be restricted. This means that you will have read-only access to reports for an additional 60 days. After this time, you will no longer be able to log in to ATOM or access your data.
  • If you choose not to subscribe to ATOM following your trial, we strongly recommend that you extract your data for compliance and archive purposes as soon as possible within the 60 day read-only period after your trial ends.

2.5 Payment of Fees and Credit Card Authority

  • You must pay us all Fees due to us in relation to your use of ATOM, on the due date. Fees are available upon request from Intelligent Concepts.
  • By giving you at least 20 Business Days’ notice before the change takes effect, we may:
    • change the amount of any Fee and introduce a new Fee; and
    • change the circumstances in which, or frequency with which, a Fee is payable.
    • Section 7 tells you about the ways in which we can give you notice.
  • If you authorise us to deduct monthly instalments and any other Fees payable to us in respect of your use of ATOM. You give us this authority by providing us with your credit card details.
  • Debiting of Fees will ordinarily occur on the 1st Business Day of each month (but may occur at other times as required or permitted under these Terms) and can be in advance or in arrears as we determine. We will provide a monthly statement/tax invoice detailing the Fees that have been debited.
  • The first payment will be pro-rated according to the end of the trial period for the appropriate number of days till the end of that month.
  • It is your responsibility to ensure you have sufficient credit available on your nominated credit card to cover your monthly payment and that your card details are current and correct.
  • If the debit to your card is declined, we will attempt to re-draw 3 times. If these attempts fail, we will advise you by email of the decline and you will be allowed 14 days to respond. Where the fees remain unpaid, we may suspend or terminate your use of ATOM.
  • If you believe there has been an error in debiting your credit card, you should notify us immediately so that we can resolve your query promptly. If we conclude that your credit card has been incorrectly debited, we will arrange a refund of the incorrect debit.

2.6 Goods and services tax (GST) and duties

  • All payments due to us (eg. Fees, reimbursement by you to us of any amounts or payments under indemnities), unless already stated to be GST inclusive, are to be increased by the amount of any GST liability we have in relation to supplies we make to which those payments relate.
  • You must pay all duties (eg. stamp duty, other government charges or financial institution account fees) payable in relation to your participation in ATOM. If we have paid them, they must be reimbursed by you on our request.

3. Availability of ATOM

  • ATOM could be disrupted if systems failure occurs due to technology used by either us or Third Parties involved in providing ATOM.
  • ATOM may also be unavailable for short periods because of necessary or desirable system maintenance or upgrades. If this is needed, we will try to inform you beforehand.
  • Subject to the terms of section 5 below, we are not responsible or liable to you or the Business for any Loss or Claim arising from ATOM or any part of it being delayed, disrupted or unavailable.
  • In order to maximise your business continuity and make it easier to comply with your record retention obligations, we encourage you to take steps to archive your business and financial records. This includes your invoices and receipts, and your business reports.

4. Termination

4.1 How can you end your participation in ATOM?

  • You can cancel your participation in ATOM by giving us at least 20 days’ written notice before the end of the current month of your subscription. The effective date of termination will be the last day of the current month of your subscription.
  • Your participation in ATOM will cease on the effective date of termination. However, during the notice period, you are still liable for any Fees in relation to your use of ATOM up to the effective date of termination. Refer also to section 4.3 below for other important content about what happens on the effective date of termination.

4.2 When we can terminate your participation in ATOM without prior notice

  • Circumstances - These are the situations in which we can terminate your participation in ATOM without prior notice. We will notify you of your suspension or termination as soon as possible.

The situations are:

  • A breach occurs:
    • you fail to remedy a material breach of these terms and conditions within 5 Business Days after we notify you of the breach.
  • Something threatens ATOM:
    • in our opinion, a change to any Third Party arrangement necessary for ATOM renders the ongoing operation of ATOM substantially unworkable or non-functional.
    • in our opinion, the actions of a regulator or a change in law or regulation makes the ongoing operation of ATOM substantially unworkable or non-functional; or
    • we believe this is necessary either to protect the security, integrity or reputation of ATOM or any ATOM function, service or facility, or to otherwise protect our interests.
  • We have concerns about your Business:
    • we receive notification of a dispute from one or more of the directors or principals of your Business;
    • you go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors, or in our opinion, it is reasonably likely you will do so; or
    • there is a change in who owns or controls your Business.
  • Notification -
    • We will make reasonable attempts to notify you in writing (which includes by email) of the termination.
    • We can reinstate a termination in our absolute discretion by written notice to you, and this takes effect on receipt or any later time specified in the notice, subject to you meeting any conditions set out in the notice.
    • If you become aware that a circumstance which would permit us to terminate your participation or use under section 4.2.a.3. has arisen or may arise, you must advise us in writing as soon as possible.

4.3 What happens on the effective date of termination?

  • Limited period for data extraction - You will have 60 days from the effective date of termination to extract your data from ATOM, after which time you and other Users (including your Professional Partner) will have no further access to ATOM or your data. We may take steps to delete your data from our servers at any time after 60 days following the effective date of termination, whether or not you have extracted your data.
  • Continuation of limitations on liability - any limitations on liability which you have given under these Terms continue after termination in relation to your use of ATOM.

5 Liability, warranties, representations and indemnities

Subject to section 1 and to the extent permitted by law:

  • No warranty that ATOM is suitable for your needs -
    • ATOM is a generic service and its capabilities are likely to change over time. This means that ATOM may not be, or may not remain, suitable for your needs.
    • You must assess the ongoing suitability of ATOM for you and your Business. We are not aware of your individual business needs and cannot provide any specific recommendations regarding your use of ATOM
  • Liability for other conditions or warranties - Apart from any condition or warranty that is expressly required by law, we provide no warranty and make no claim in relation to our performance, the performance of ATOM, or any service associated with ATOM. In the event of any breach of a statutory condition or warranty, if the legislation permits, our liability is limited to:
    • ATOM is a generic service and its capabilities are likely to change over time. This means that ATOM may not be, or may not remain, suitable for your needs.
    • You must assess the ongoing suitability of ATOM for you and your Business. We are not aware of your individual business needs and cannot provide any specific recommendations regarding your use of ATOM
  • Liability for other conditions or warranties - Apart from any condition or warranty that is expressly required by law, we provide no warranty and make no claim in relation to our performance, the performance of ATOM, or any service associated with ATOM. In the event of any breach of a statutory condition or warranty, if the legislation permits, our liability is limited to:
    • the resupply of ATOM or the service (as applicable); or
    • the cost of resupply of ATOM or the service (as applicable), and in any event will be limited to the fullest extent permitted by law.
  • When we and Third Parties will not be liable to you - We and Third Parties are not responsible or liable to you or the Business for:
    • any Loss or Claim relating to the provision of system data made available through ATOM, including delays, disruptions, inaccuracies or the loss of data;
    • any Loss or Claim relating to your use of, or reliance upon, system data provided to you through ATOM;
    • the actions or inaction of Third Parties or other persons (including those which may be negligent or unauthorised) relating to ATOM;
    • any Loss or Claim arising from a failure by us to comply with the Terms for any cause which could not reasonably be controlled or prevented by us; or
    • any Loss or Claim arising from a failure by you or the Business to maintain archive records of your data.
  • Indemnity to us and Third Parties -
    • You indemnify us, our staff, and Third Parties (Indemnified Parties) against any Loss or Claim suffered or incurred by the Indemnified Parties or any of them arising from your actions including negligence, misrepresentation, fraud, breach of law or breach of these Terms. You indemnify the Indemnified Parties for any Loss or Claim suffered or incurred from the unauthorised use of your Username or a Password.
    • If the Indemnified Party caused or contributed to a Loss or Claim, then your liability under section 5.c.1 above is limited to the amount of the Loss or Claim which is directly attributable to your conduct.

6. Changes to Terms

  • What can we do? We may change any of these Terms (including the Fees, which are specifically dealt with in section 2.5.b. above).
  • Prior notice- We’ll give you at least 10 days’ prior notice (longer if required by legislation or any other code of conduct we subscribe to) of any change that is likely to materially affect or disrupt the manner in which you use ATOM.
  • Urgent changes- However if we need to restore or maintain the security of ATOM immediately, we may change your use and access to ATOM without advance notice.

7. Notices

  • You will agree that all communications between you and us in relation to ATOM will be by email or by us posting a notification on the Intelligent Concepts website (intelconcepts.com.au), unless another method is agreed to by the addressee.
  • Any notice or other communication to or by a party by email is regarded as being given by the sender and received by the addressee when a delivery confirmation report is received by the sender which records the time that the email was delivered to the addressee’s email address (unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee).
  • If the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (addressee’s time) it is regarded as received at 9.00am on the following Business Day.
  • We may provide a notice or other communication to you by a posting to the Intelligent Concepts website (intelconcepts.com.au). That notice or other communication is regarded as being given by us and received by you when the posting is made to the Intelligent Concepts website. We recommend that you bookmark and regularly check the Intelligent Concepts website for notices or other communications.

8. Legal

You should note a few things about these Terms:

  • This is our complete agreement – These Terms and the documents incorporated by reference, including your application, contain the whole of the agreement between us and you in relation to ATOM. Any representations or warranties made by our staff before you are accepted for participation in ATOM are not effective unless expressly set out in these Terms. Any waiver of our rights or powers under these Terms may only be given in writing signed by our authorised officer.
  • What happens if some of these Terms can’t operate? If any part or provision of these Terms are void, unenforceable or illegal in a jurisdiction, that part or provision does not apply in that jurisdiction. However, the remainder of the Terms continue in operation in that jurisdiction unless this would alter the basic agreement between you and us, in which case we can terminate your use of ATOM at our election.
  • No waiver by us – If we do not insist upon strict performance of any part or provision of these Terms, that waiver will not be deemed to be a waiver of a subsequent breach or default of these Terms.
  • Assignment – You cannot assign or otherwise transfer the benefit of the agreement between us and you without our prior written consent. We can assign or otherwise transfer the benefit of the agreement between us and you.
  • Which laws apply to the Terms? These Terms are governed by the laws of New South Wales and the courts of New South Wales have jurisdiction over the parties to these Terms (being you and us).

9. Your privacy

  • We collect, disclose and use your Personal Information to provide the products and services you have asked for and associated support, respond to your enquiries or feedback and to promote the products and services offered by us and Third Parties. We may collect Personal Information from you, from public sources such as social media websites, and from Third Parties that provide us with marketing leads.
  • To do these things, we may provide your Personal Information to our related companies, Third Parties and to people to whom we outsource functions. Some of the entities may be located in Australia, New Zealand, Singapore, India, Malaysia, the Philippines, the United States or other countries. If you do not provide your Personal Information, it may affect our ability to do business with you.
  • You consent to us collecting, using and disclosing your Personal Information for the purposes set out in section 9.a above. You can ask us not to use your information to promote products and services by advising us via email to lyndall@intelconcepts.com.au.
  • The ATOM Privacy Policy contains information on how to:
    • update your preferences about the marketing and promotional material we send to you;
    • request access to and seek correction of the Personal Information we hold about you;
    • make a privacy complaint; and
    • how we will deal with your complaint.
  • You can contact us about your privacy by email at lyndall@intelconcepts.com.au, or by post at "Privacy Officer", Intelligent Concepts, PO Box 832, Newtown New South Wales 2042.
  • Notwithstanding the Group Privacy Statement, we may observe your use of ATOM and access all information you input or can access through ATOM. This will enable us to assist you with problems and make improvements for future versions of ATOM and other products and services.
  • You must ensure that all Users read this ‘Your privacy’ section and the policies described above before using ATOM or providing their Personal Information to us.
  • If you provide any Personal Information about third party individuals to us, you must take reasonable steps to ensure that those individuals are aware of the matters in this ‘Your Privacy’ section and that we may collect, use and disclose their information to provide you with ATOM.

ATOM and the ATOM logo are registered trademarks of ATOM Legal Pty Ltd