CYNARIO TERMS OF USE

OVERVIEW

These terms and conditions (Terms) apply to your use of the Cynario Platform. By purchasing a Subscription Plan or using the Platform, you agree to be bound by these terms. These terms are a binding contract between us and you.

Read these Terms carefully as they outline your legal rights and obligations.

Words that are capitalised have defined meanings. You can find a list of defined words and their meanings in the Glossary at the end of this document.

1  SUBSCRIPTION AND ACCESS TO THE PLATFORM

1.1  Subscription Terms And Conditions

(a)  This Agreement is made between Cynario Pty Ltd ACN 678 013 815 (Cynario, we, our or us) and the party identified in the Subscription as the “subscriber” (Subscriber, you or your).

(b)  By purchasing a Subscription Plan to use the Platform or using the Platform you accept these Terms.

1.2  Right to use Cynario Platform

(a)  We agree to supply and you agree to use the Platform in accordance with these Terms and your Subscription Plan.

(b)  Details of the Subscription Plans we offer are available on our website.

(c)  A User is a person other than the Subscriber that has been invited to use the Platform through a Subscription. A User must also accept our Terms to access the Platform.

1.3  Support

(a)  You can contact our customer support team using the contact information set out on our website.

(b)  Support is also available via our website.

(c)  Our customer support team will only respond to communications from you (if you are the Subscriber) or nominated Users with the right permissions. For security reasons, our customer support team will not respond to instructions or requests from others.

1.4  Disruption

(a)  The Platform may be disrupted during certain periods due to circumstances or events beyond our reasonable control, including as a result of:

  1. internet service provider or telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
  2. negligent, malicious or wilful acts or omissions of third parties;
  3. maintenance or repairs carried out by any third party in respect of any of the systems used in connection with providing the Platform; or
  4. services provided by third parties ceasing or becoming unavailable.

(b)  The Platform may also be disrupted during certain periods due to system maintenance or repairs. Where the Platform is unavailable because of system maintenance or repairs, we will notify you beforehand except in cases where urgent system maintenance or repairs are needed to maintain critical functionality or security.

1.5  Beta Features

(a)  Sometimes, we may let you try out some “beta”, “pilot” or “proof of concept” features (Beta Features) for testing and feedback purposes. Because of their nature, Beta Features may have flaws, mistakes or other problems, and affect your access to, or cause damage or loss of your Subscriber Data.

(b)  If you decide to use Beta Features, you do so at your own risk. Subject to clause 7.2, the Beta Features are provided “as is” and we do not have to provide any fixes, corrections, patches or updates for the Beta Features. We may stop providing the Beta Features by telling you in advance (and we will try to give you as much notice as possible).

2  USE OF THE PLATFORM

2.1  Subscriber Responsibilities

As a Subscriber:

(a)  Provide current contact details.

You must ensure that we have your up-to-date contact details.

(b)  Control access under your Subscription Plan and ensure your User list remains up-to-date.

  1. You control who has access to the Platform under your Subscription Plan, and which Users can view and modify your Subscriber Data.
  2. You can add or remove Users, or change their level of access or permissions at any time via our website.
  3. You are responsible for the acts or omissions of your Users in relation to the Platform. You must ensure that your Users are aware of, and comply with, these Terms.
  4. If a User leaves your business, it is your responsibility to remove their access to the Platform.

(c)  Pay Fees

You are responsible for paying Fees for your Subscription Plan, you must comply with the obligations set out in clause 5. You are liable for any Fees accrued by Users you grant certain permissions to.

(d)  Provide accurate data

You are responsible for verifying the accuracy and completeness of any Subscriber Data that you or your Users input into the Platform.

(e)  Backup Data

You acknowledge there is an inherent risk of data loss with any technology. You should regularly backup your records and Subscriber Data.

(f)  Keep your own records.

You should retain a copy of your own records and Subscriber Data.

(g)  Comply with Applicable Law

It is your responsibility to comply with Applicable Law, including retaining records for compliance purposes. If your Subscription Plan is terminated or cancelled, you should extract your Subscriber Data in its entirety as soon as possible by following the instructions set out in clause 3.4(d)(iii).

(h)  Make sure that the Platform is right for you

Product features and functionality may change over time. Your needs may also evolve. This means that the Platform may not be, or may not remain, suitable for your needs. You must assess the ongoing suitability of your Subscription Plan and the Platform to meet your needs.

(i)  Make sure that inputs and outputs are right for you and your business

  1. It is your responsibility to make sure that input of parameters, data or information into the Platform and interpretation or use of, or reliance on, any data, information or any other output of the Platform are suitable for your needs.
  2. While all due care has been taken, we do not warrant that the Platform will be uninterrupted or error free or that any third party components or third party information accessed via the Platform will be accurate or error free.
  3. You acknowledge and agree that the Platform is intended for use as an enhancement only, to assist with your business operations and decisions, and must not be solely relied upon.
  4. You acknowledge that the Platform does not provide Credit Advice or Credit Assistance.
  5. You acknowledge the User must independently confirm the accuracy of the information generated via the Platform with all relevant third parties before relying on it including, without limitation, with the relevant lender prior to submitting a client application for a loan to that lender.

2.2  Subscriber and User Responsibilities:

(a)  Keep your username and password secure and confidential.

You should never:

  1. tell anyone your username and password; or
  2. let anyone else, whether acting as your agent or not, access the Platform using your username and password.

You should be particularly careful when accessing the Platform from a public computer or over public Wi-Fi.

If you think anyone else might know your login credentials, you should reset the affected password within your profile settings.

(b)  Dos and don’ts.

When accessing the Platform as either a Subscriber or User, you must not:

  1. use the Platform in a way that contravenes any Applicable Law or violates a third party’s legal rights;
  2. interfere with the operation of the Platform;
  3. sell, commercialise, lease, loan or otherwise distribute the Platform to third parties;
  4. reverse-engineer, decompile, or otherwise attempt to discover source code, formulae or processes in respect of the software behind the Platform;
  5. copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any the Platform content (except in respect of Subscriber Data or where we have given you prior written consent);
  6. use the Platform in any way which is: harmful, threatening, abusive, vulgar, obscene or otherwise objectionable;
  7. upload any material (including pdf. and .jpg files) into the Platform that:
    1. contains Personal Information of any individual; or
    2. infringes the Intellectual Property Rights of any third party;
  8. directly or indirectly introduce, or permit the introduction into the Platform of, any software viruses or other malicious computer code, files or programs, or in any other manner whatsoever corrupt, interrupt, destroy or limit the functionality of the Platform;
  9. use the Platform to send “spam” or otherwise make available any offering which violates these Terms;
  10. remove, modify or tamper with any copyright, acknowledgment, attribution, trade mark, warning, disclaimer, regulatory or legal notice or link that is incorporated into the Platform; or
  11. 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).

9  GLOSSARY AND INTERPRETATION

9.1  Defined terms

In this document:

Applicable Law means all laws, rules and regulations in force from time to time Australia.

Confidential Information means, in respect of a party, information belonging or relating to that party that is submitted or disclosed by that party to the other party in connection with your use of the Platform that is not generally available to the public (other than by reason of a breach of these Terms by the other party) and:

  1. at the time of disclosure, is identified by the first party as being confidential; or
  2. which the other party knows, or ought reasonably to be expected to know, is confidential to that first party.

Direct Debit Authority means the direct debit authority signed by you for payment of the Fees.

Eligible Data Breach means that term as defined in the Privacy Act.

Fees means those fees relating to your Subscription Plan as disclosed to you when you initially signed-up; or as disclosed to you when you and any changes to those fees as communicated to you in accordance with these Terms.

Imported Data means data that is imported or transmitted into the Platform from a data supplier or Other Application authorised by you.

Intellectual Property Rights means all present and future intellectual property rights, including patents, copyright, designs, trade marks, know-how and moral rights.

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

Other Application means any application or service offered by a third party to integrate and be used in conjunction with the Platform.

Personal Information means that term as defined in the Privacy Act. This includes information about an identifiable individual.

Platform means any and all of the services, features and functionality comprising the product ‘Cynario’ which we make available from time to time.

Privacy Act means the Privacy Act 1988 (Cth) as amended from time to time.

Security Breach means unauthorised access to or alteration of the Subscriber Data.

Subscriber means the business that subscribes to the Platform. A Subscriber may be a sole trader, partnership, company, trustee acting on behalf of a trust or another type of organisation or entity.

Subscriber Data means data, information, text, graphics, images or works of authorship of any kind, information (including Personal Information) and other materials entered or uploaded by you, Users or a Data Supplier (as applicable) into the Platform.

Subscription Plan means any Subscription Plan for the Platform we make available from time to time, as described on our website.

Third Party means any person we have engaged to help us provide the Platform. This includes any other service providers engaged by us to assist in the delivery, maintenance and administration of the Platform.

User means a person authorised by the Subscriber to use the Platform.

We, us and our means Cynario Pty Ltd ACN 678 013 815.

You and your means the Subscriber and/or User, as the context requires.