Version: 2022-03-17

OLIVS TERMS AND CONDITIONS

Between Olivsmatic Pty Ltd ABN 86643294937 and the “Customer”

1. Definitions

Here we set out a background of definitions to help explain our terms of use. Below are commonly used words in these terms of use. When you see a word in bold, it will have the same meaning each time it’s used.

a) You and Olivs: when we say you or your, we mean both you and any entity or firm you’re authorised to represent. When we say Olivs, we, our, or us, we’re talking about the Olivs entity you contract with and pay fees to based on the edition of the Olivs product you’re using. That is: Olivsmatic Pty Ltd ABN 86643294937.

b) Our services: our services consist of all current and future services and content that we provide, on all Platforms. This especially includes our Software as a Service (SaaS), where we provide you with use of our Olivs platform.

c) Creating a subscription: when you subscribe to our services and agree to these terms, you become a subscriber. If you are a subscriber, you are responsible for paying for your subscription. Subscribers also have full access to the Business File and can grant, deny, or terminate access to users.

d) People invited to use Olivs: a user is the person using the Services in its own capacity, e.g. bookkeeper, employee, manager.

e) User roles and access: as a subscriber inviting others to become users of the subscription, you should understand the permissions you are granting to others. More information is available in our Privacy Policy.

f) Business File: one business entity registered with Olivs as subject to the Services

g) Owner: the person being named by name and ABN in Business Details, when setting up the Business File, and as amended further from time to time. Owner also has full access to the Business File and can ultimately change the Subscriber.

h) Terms: all terms listed below and our General Privacy Statement and Mobile App User Privacy Statement. These Terms of Use form a legally binding Agreement between you and Olivs and they regulate your use of the Services. If you do not agree to these Terms, you must not select that you accept them on our Platforms.

i) The right to use our services: whether you’re a subscriber or an invited user, we grant you the right to use our services in accordance with these terms. This lasts as long as the subscriber pays for the subscription, until the subscription is terminated.

j) Rights of Admins and Users: Admins and Owners have full control over Business Files and they can terminate or restrict your access to the particular business file. You must use the Business File in accordance with instructions and policies of the Owner of the Business File, and Admins as its Agents. Termination of access to a business file or restriction of rights to access do not mean termination of this agreement.

k) Ownership: we retain ownership over everything we have put into our services unless we state otherwise, except content that is owned by others. This includes rights in: design and compilation, as well as the look and feel of our services. It also includes any copyright, trademarks, inventions, and other intellectual property. Unless we expressly permit you to do so, you must not copy, distribute, modify, reverse engineer or make derivative works of any of our content. You must also not use our intellectual property in any way without our permission.

l) When we introduce updated services: at Olivs we are always looking for ways to improve our services to you. When we introduce new or updated services, there might be additional terms. We will let you know what these terms are before you start to use the new services.

2. Joining and Using Olivs

An outline of the restrictions and responsibilities of all Subscribers and Users associated with a subscription to the Olivs app

a) You agree that you will use the Services only in accordance with the Company’s policies and all the applicable laws and regulations.

b) You will indemnify us against any damages, losses, liabilities, settlements and expenses (including unlimited costs and legal fees) in connection with any claim or action that arises relating to your use of Services.

c) Users can be invited to multiple Business Files by multiple Subscriptions, and all these instances are managed independently by Subscribers. Subscribers don’t see your access to other Business Files.

d) Whether you are a Subscriber or a User, you must protect your access credentials, including your password and access to 2-factor authenticator. Failure to do so may result with Olivs suspending or terminating your access to the Services until we see improvement in your policies and security management. We may also terminate your services indefinitely for repeated breaches.

e) Although we aren’t obligated to monitor your use of the services, we may do so and can prohibit use of the services that we suspect might be in violation of this agreement or the law.

f) You are responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, and use the Services, including modems, hardware, servers, software, operating systems, networking, web servers etc. You are also responsible for maintaining the security of this equipment, your account, all passwords, and files, and for all uses of your account or the Equipment.

g) You must promptly notify us of any event or incident that is likely to or will impact on access and use of the services or any software, documentation or data related to the services.

h) You must not undermine, or attempt to undermine, the security or integrity of Olivs’ computing systems or networks, commit illegal acts through the use of the services, or act disrespectfully or abusively to an Olivsmatic Pty Ltd employee, partner or other Olivs customer.

i) You must promptly inform us of any unauthorised use of any intellectual property rights associated with our services that the you are, or become, aware of.

j) We agree to take reasonable precautions when handling your sensitive information. You agree not to disclose any sensitive business information that you might become aware of to third parties. This is outlined further in the Olivs Privacy Policy.

3. Payment of Fees

You will have to pay a subscription based on the pricing of your selected plan. Pricing details and other pricing terms will be outlined when selecting your plan. Subscribers are responsible for payments, not Users. You may act as a User and Subscriber at the same time, but these roles are distinguished.

a) Applicable fees that you will need to pay are set out in the order form. If you exceed the agreed usage, additional fees will apply.

b) We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email).

c) Unpaid amounts are subject to an interest charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

d) You will pay all applicable taxes and charges or duties related to the provision of this service.

4. Term and Termination

You can terminate your subscription to our services at any time, with 30 days’ written notice. We can also terminate the agreement with 30 days’ notice. We may terminate your subscription immediately if you have violated a term in this agreement or the law.

a) The initial service term (as outlined in your pricing plan) will be automatically renewed for additional periods of the same duration as the initial service term.

b) By purchasing the subscription, you agree that the subscription will be renewed for the term to which the payment applies. This amount will not be refunded.

c) You may cancel or update the subscription on the Subscriber portal, and the cancellation date will be set for end of payment term.

d) When 30 days have lapsed since termination, we are not required to continue to store your data and it may be deleted.

e) Subscriptions and payments are waived until further notice, to promote our Services. Once this notice is given, Subscriber will be required to provide a credit card which will be charged for the Services, according to the price list.

f) If you will not provide credit card and payment will not be made, provision of Services may be suspended.

g) All sections of these terms of use which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5. Warranty and Disclaimer

We are committed to providing you with the best possible performance and a secure service. This means that from time to time we will need to perform maintenance, as detailed below. We will also outline some things which you will acknowledge are your responsibility or a third party’s.

a) Although we will make reasonable efforts to inform you of interruptions and scheduled maintenance, this can’t always be predicted.

b) While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free. We are not liable for any interruptions to your service.

c) We do not make any warranty as to the results that may be obtained from use of the Services.

d) We also do not warrant that any third party components of the services will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company.

e) We also do not warrant that there will be no access issues due to problems relating to the internet. This might happen for a variety of reasons, at any time.

f) Data loss is unfortunate but unavoidable and a risk associated with use of any software programme. It is your responsibility to ensure you have backed up copies of your data.

g) It is your sole responsibility to ensure that:

a. the facilities and functions of the Services meet your requirements;

b. the Services are appropriate for your specific circumstances and are within the laws and regulations of your jurisdiction.

h) We will not be liable for any failure of the Services to provide any function not described in the documentation (provided online as part of the Services) or any failure attributable to:

a. any modification to the Services other than by the Company;

b. accident, abuse or misapplication of Services by the Customer;

c. use of the Services with other software or equipment without the Company’s written consent;

d. use of other than the latest, unaltered current release of the Services;

e. or use other than in accordance with this Agreement.

6. Liability and Indemnity

This section of the Terms of Use describes the liability of us, users and subscribers.

a) You will at all times indemnify us in respect of any third-party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from your use of our services (except as far as we are at fault).

b) Other than the liability that can’t be excluded by law, out liability to you in connection with our services or these terms is limited:

a. We are not liable in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

b. Except in the case of death or personal injury caused by our negligence, our liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by you to the Olivs for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not we have been advised of the possibility of such damages.

c. If your data is lost or corrupted, our liability is limited by taking steps to recover any available data from our backups.

7. General

Here we set out some additional, important terms.

a) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

b) This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent. Olivs may transfer and assign any of our rights and obligations under this Agreement without consent.

c) All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

d) This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

8. Support

Olivs will provide Technical Support to you as part of our Subscription, in accordance with our Minimum Support Standard:

a) Support is provided by e-mail. You may send your support request using our Support Contact Form.

b) Support will respond to your request within 2 business days.

c) Support focuses only on technical aspects of our Services, e.g. it will not give you advice on applicable taxes or rates.

Adding additional channels of support, e.g. live chat or telephone support from time to time does not alter this Agreement.