Terms and Conditions

1. DEFINITIONS

Term	Meaning
ACCURAIT	means Accurait Pty Ltd, ABN 27 620 046 344
API	API means Application Programming Interface.
Business Day	means a day that is not a Saturday, a Sunday or a gazetted public holiday in Sydney, NSW.
Confidential Information	means all know-how, financial information and other commercially valuable or sensitive information in whatever form, including Customer names, pricing information, business models, budgets, project information, designs, samples, patents, trade secrets, and any other materials or information of whatever description, and any other information which a party regards as confidential, proprietary or of a commercially sensitive nature that may be in the possession of a party’s employees or management. The following are exceptions to such information:information which is already lawfully in the public domain or enters the public domain otherwise than as a result of an unauthorised disclosure; information which is or becomes lawfully available to the recipient party from a third party who has the lawful power to disclose such information to the recipient party on a non-confidential basis;  information which is rightfully known by the recipient party (as shown by its contemporaneous written record) prior to the date of disclosure; information extracted form Registered Lease Documents; and e) De-Identified Data.
Content	means information and other material provided by the Platform, whether visual, written, or audible, and any additional materials, software or information associated with the Platform
Customer	means the company named as “Customer” in the Order Agreement, which has been executed by the Customer and by ACCURAIT.
Customer Generated Data	means data inputted by the Customer into the Platform.
Customer Lease Data	means data values extracted from Lease Documents provided by the Customer (whether extracted via Lease Register Module or otherwise), including post-extraction corrections made to such data values.
Data Field	means a data field which is recognised Lease Register Module and Lease Manager Module, and which may be populated to include a data value extracted from a Lease Document.
Data Value	means a value populated in respect of Data Field in relation to a particular Lease Document, or another value presented to the Customer via the Platform.
ACCURAIT	means Accurait  Pty Ltd, ABN 27 620 046 344
De-Identified Data	means data derived from Customer Lease Data and/or Customer Generated Data, which omits any information which would enable identification of the Customer.
Direct Debit	means an automated transfer of funds from the Customer to ACCURAIT accordance with these Master Terms.
Effective Date	means the Effective Date recorded in the Order agreement
Fees	means monies payable by the Customer to ACCURAIT in accordance with the Pricing Terms specified in the Order Agreement, including Implementation Charges and Product License Fees, and further monies which become payable subject to extensions provided via these Master Terms and/or any further written agreements between ACCURAIT and the Customer.
GST	GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Implementation Charges	means an amount defined as a quantum of Implementation Charges in the Order Terms
Included Data Field	means a Data Field recorded in the Order Agreement, and any Data Field for which access is subsequently granted by ACCURAIT subject to a further written agreement and payment of additional feed by the Customer.
Insolvency Event	means circumstances in which a party: is unable to pay its debts as they fall due; makes or commences negotiations with a view to making, a general re-scheduling of its indebtedness, a general assignment, scheme of arrangement or composition with its creditors; takes any corporate action or any steps are taken or legal proceedings are started for: its winding-up, dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent; or the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or seeks protection or is granted protection from its creditors, under any applicable legislation; d) becomes bankrupt or ceases to carry on business.
Intellectual Property Rights	means any and all intellectual and commercial property rights throughout the world including, without limitation, copyright, trade marks , designs, patents, the right to keep Confidential Information confidential, knowhow and trade secrets, whether or not now existing and whether or not registered or registrable and includes applications for and any right to apply for registration of such rights and includes all renewals and extensions.
IRFS/AASB 16 Compliant Data	means data communicated to the Customer via the Platform which purports to be IRFS/AASB 16 compliant data, and is derived from the Customer Lease Data.
Lease Capitaliser Module	means a SAAS online tool for enabling generation of IRFS/AASB 16 Compliant Data via Lease Manager Module  applicable to property, vehicle and equipment leases
Lease Data Extraction Summary Reports	means data output provide to or for the Customer containing Customer Lease Data relating to the Included Data Fields.
Lease Document	means an executed lease agreement in electronic form.
Lease Manager Module	means a SAAS online tool for enabling visualisation of data extracted from Lease Documents, also referred to as a lease management system.
Lease Register Module	means product/service offered by ACCURAIT via the Platform which extracts data from Lease Documents provided by the Customer.
LIS	means Leasing Information Systems Pty Ltd, ABN 86 607 765 097.
Master Terms	means terms set out in this document, or updated terms published at https://www.accurait.ai/ or another web address of which the Customer is made aware, with more recent terms taking precedence over earlier versions.
Materials	means any documentation provided by ACCURAIT to the Customer relating to the Platform and includes updates to those materials provided to Customer during the term of this agreement.
Order Agreement	means the executed Order Agreement via which the Customer and ACCURAIT have agreed to these Master Terms.
Order Terms	means the Order Terms set out in the Order Agreement.
Platform	means an online platform made available by ACCURAIT through which the Customer accesses some or all of the Services, including one or more websites and mobile software applications.
Product License Fee	Means the amount set out in the Order Terms
Registered Lease Document	means a Lease Document that is registered/recorded with a public authority, and hence available for public inspection (even where fees apply), or any Lease Document otherwise in the public domain.
Services	means the Services set out in the Order Terms.
Table	means a table set out in the Order Agreement
Tax Invoice	means an invoice that is GST compliant
Unregistered Lease Document	means a Lease Document that not registered/recorded with a public authority, and hence not available for public inspection, and otherwise not in the public domain.
Usage Level	means a usage level designated in the Order Agreement, or an amended Usage Level subsequently agreed in writing between the parties for which the Customer has made payment of any associated fees and charges.
User Conduct Policies	means policies published by ACCURAIT and labelled as “user conduct policies” from time to time on the Platform

2. Interpretation

2.1 The following rules of interpretation apply unless the context requires otherwise:

1. headings are for convenience only and do not affect interpretation;
2. the singular includes the plural and conversely;
3. a reference to a person includes a body corporate, an unincorporated body or other entity;
4. where examples of a thing or set of things are given by reference to the word “including”, the meaning of references to the thing or set of things is not to be limited by reference to the examples.

3. Scope of Services

• 3.1 ACCURAIT will provide the Services to Customer in accordance with the terms of the Order Agreement, which incorporates these Master Terms, or an updated version thereof.

4. ACCURAIT’S General Obligations

4.1 ACCURAIT:

1. acknowledges that it has been appointed, and the Customer is relying upon, the particular skills, experience and ability of ACCURAIT to provide the Services;
2. agrees to perform the Services in a professional manner with all diligence, due care and skill expected of a professional experienced in providing services of the type to be provided;
3. agrees to perform the Services in accordance with the standards and ethics applicable to the industry in which the Services are provided;
4. agrees to act in good faith in all dealings with Customer;
5. agrees to comply with all laws applicable to the carrying out of the Services;
6. agrees to, when on the Customer’s premises and when using the Customer’s facilities, comply with all reasonable directions of representative of the Customer, including compliance with procedures and policies including any relating to occupational health, safety and security requirements;
7. agrees to notify the Customer’s Representative immediately if the existence or likelihood of a conflict of interest becomes apparent during the performance of the Services and cooperate with the Customer to resolve any such conflict of interest.

4.2 ACCURAIT agrees to use commercially reasonable efforts to make sure Customer’s Customer Lease Data and Customer Generated Data is secure. In the event of a data breach of ACCURAIT’S IT systems which results in any data containing personal information within Customer’s Customer Lease Data and Customer Generated Data being lost, ACCURAIT will:

1. notify Customer immediately upon being aware that a data breach has occurred, irrespective of whether an investigation is ongoing; and
2. undertake an investigation at ACCURAIT’S own expense and resources into the data breach and remediate the cause as soon as reasonably possible.

5. Lease Register Module-Specific Terms

5.1 This section 5 applies only in the event that the Services include access to Lease Register Module.

5.2 ACCURAIT will provide the Customer with access to Lease Register Module to extract Customer Lease Data from Lease Documents in accordance with the Order Terms.

5.3 ACCURAIT will provide the Customer with access to cloud storage of Lease Documents uploaded by the Customer and Customer Lease Data up to a maximum of 5 Gigabytes.

5.4 ACCURAIT will provide the Customer with initial training regarding the use of Lease Register Module.

5.5 When using Lease Register Module to extract Customer Lease Data from uploaded Lease Documents, Customer will obtain access to the following data/files:

1. a searchable PDF or ePDF derived from each Lease Document;
2. a file containing Customer Lease Data extracted from a set of Lease Documents uploaded by the Customer;
3. in the event that the Services include access to Lease Manager Module, export of data containing Customer Lease Data extracted from a set of Lease Documents in a structured format directly into Lease Manager Module data tables associated with the Customer;
4. reports providing summaries of Customer Lease Data.

5.6 In the event that the Customer makes use of API export as a premium feature indicated in the Order Terms:

1. ACCURAIT must give its prior written approval for the API to be used by Customer;
2. The Customer agrees that the use of an API will be at Customer’s sole risk;
3. The Customer will be responsible for maintaining sufficient security to avoid Data Breaches, malware, viruses and any other threats to the Software.

5.7 The Customer acknowledges that Lease Register Module only provides a tool for streamlining the extraction of the Customer Lease Data from Lease Documents. It is the Customer’s responsibility to check the accuracy of all Customer Lease Data. The Customer agrees that ACCURAIT is not liable for any errors/inaccuracies in the Customer Lease Data (or losses/damages/inconveniences to the Customer from reliance on Customer Lease Data containing such errors/inaccuracies) used by Customer, including errors/inaccuracies arising from or in relation to the following:

1. errors/inaccuracies present in a Lease Document;
2. errors/inaccuracies resulting from an electronic scanning process, including where Customer Lese Data is not correctly identified or extracted from a Lease Document by such a scanning process;
3. human error when checking the Customer Lease Data, where the Services include human checking of the Customer Lease Data by ACCURAIT.

5.8 The Customer acknowledges that Lease Register Module is not suitable for reliably extracting Customer Lease Data that is recorded in handwritten form, and that such handwritten data will not be reliably extracted.

5.9 Unless otherwise explicitly stated in the Order Agreement, the Customer is responsible for scanning and/or uploading their Lease Documents to Lease Register Module via the Platform

5.10 When uploading Lease Documents to Lease Register Module via the Platform, all Lease Documents must be uploaded as a PDF with a minimum resolution of 300 dpi.

5.11 The Customer will only be provided with functionality via Lease Register Module to extract data based on the Included Data Fields. ACCURAIT will extract Customer Lease Data using these Included Data Fields for the Lease Data Extraction Summary Reports and, if specified in the Order Agreement will provide a facility to enable backlink to these terms.

6. Lease Manager Module – Specific Terms

6.1 This section 6 applies only in the event that the Services include access to Lease Manager Module.

6.2 In the event that the Customer provides Customer Lease Data as structured data, ACCURAIT will make that Customer Lease Data accessible by the Customer via Lease Manager Module though the Platform, using various functionalities provided by Lease Manager Module

6.3 In the event that the Services include access to Lease Register Module, ACCURAIT will upload all Customer Lease Data extracted from Lease Documents by the Customer’s use of Lease Register Module such that the Customer Lease Data is accessible by the Customer via Lease Manager Module though the Platform, using various functionalities provided by Lease Manager Module.

6.4 Following upload of Customer Lease Data to Lease Manager Module, ACCURAIT will provide the Customer with a summary report to assist the Customer checking for errors/inaccuracies in that Customer Lease Data.

6.5 It is Customer’s responsibility to check all Customer Lease Data for errors/inaccuracies, and notify ACCURAIT of any such errors/inaccuracies in writing, for example via email or via the Platform.

6.6 ACCURAIT will amend the Customer Lease Data, including Customer Lease Data uploaded to Lease Manager Module, to rectify any errors/inaccuracies in respect of which notice is provided under clause 6.5, within 14 days of that notice being provided (or a shorter period set out in the Order Terms), and provide confirmation to the Customer of changes made.

6.7 Lease Manager Module provides automated alerts and notifications responsive to processing of Customer Lease Data and Customer Generated Data. ACCURAIT is not liable for any damage/loss that occurs as a result of such automated alerts and notifications being incorrectly generated (or not generated) or not received/actioned by the Customer due to errors/inaccuracies in any Customer Lease Data or Customer Generated Data. For avoidance of doubt, the Customer is responsible for ensuring accuracy of all Customer Lease Data and Customer Generated Data.

6.8 ACCURAIT cannot warrant that access to the Lease Manager Module by Customer will be uninterrupted, error-free or completely secure. ACCURAIT does not and cannot control the flow of data to or from the Platform and/or other portions of the Internet.

6.9 All Customer Lese Data and Customer Generated Data will be stored in the cloud using Amazon Web Services or such other hosting services as selected by ACCURAIT from time to time (at ACCURAIT’S sole discretion).

7. Lease Capitaliser Module – Specific Terms

7.1 Lease Capitaliser Module does not provide the Customer with accounting, taxation or legal advice of any kind whatsoever. ACCURAIT does not guarantee that the calculations and other information provided via Lease Capitaliser Module are correct, accurate or complete. It is the Customer’s responsibility to check the calculations before using them for any purposes, including checking the accuracy of underlying data, and where relevant having a suitably qualified accountant reviewing logic and assumptions underlying calculations made via the Platform, where such assumptions and underlying calculations are made available to the Customer (as is the case with IRFS/AASB 16 Compliant Data).

7.2 Foreign Exchange Gains or Losses Disclaimer: Calculations made by Lease Capitaliser Module calculations can be converted from a local currency to a foreign currency based on an exchange rate defined by ACCURAIT or by or exchange rates provided by the Customer on a monthly basis. However, ACCURAIT will compute foreign exchange gains and losses based on currency conversions. The movement in currency factors based on varying exchange rates will have impact the IFRS 16 calculations. Movement in the assets, liabilities and expense accounts due to exchange rate fluctuations are not captured in by Lease Capitaliser Module. Please note that the reconciliation of assets, liabilities and expenses due to foreign exchange gains and losses must be reconciled and calculated by the Customer.

8. Data Access/Ownership Terms

8.1 The Customer owns all right, title and interest in and to Customer Lease Data and Customer Generated Data, which is deemed to be Customer’s Confidential Information.

8.2 The Customer grants ACCURAIT a non-exclusive, royalty free, non-transferable licence to:

1. access, process, and extract data from any Lease Documents provided by the Customer to ACCURAIT, including via the Platform.
2. generate, modify and otherwise use the Customer Lease Data and Customer Generated Data in connection with the provision of Services to Customer;
3. generate De-Identified data Customer Lease Data and/or the Lease Documents, and use that De-Identified Data for any purpose.

8.3 ACCURAIT will be able to access the Customer Lease Data and Customer Generated Data at any time as reasonably required to enable delivery of the Services, compliance with the Order Agreement, and/or compliance with these Master Terms.

8.4 After the Term of the Order Agreement, or following termination, ACCURAIT reserves the right to hold and prevent the export of Customer Lease Data and Customer Generated Data to the Customer until all Fees and other amounts owing by the Customer are paid in full. If the Customer has not paid ACCURAIT all Fees and other amounts owing within 6 months of termination or expiration, ACCURAIT will have the further right to delete such Customer Lease Data and Customer Generated Data and destroy any copies of Lease Documents held by ACCURAIT.

8.5 After the end of this agreement, ACCURAIT will:

1. subject to clause 8.4, provide Customer with 30 days access to the Services in which to export its Customer Lease Data and Customer Generated Data;
2. after the end of that 30 day period, continue to store the Customer Lease Data and Customer Generated Data for a reasonable period but no more than 30 days, however, Customer will no longer be able to access such data under the these Master Terms;
3. be entitled to delete all PDF copies of Lease Documents.

9. Fees

9.1 The Fees are set out in the Order Terms, and are otherwise determined accordance with these Master Terms.

9.2 ACCURAIT may charge interest on any overdue amount at the rate of 3% per annum above the then current cash rate target of the Reserve Bank of Australia, calculated daily from the day the payment became due until the day of full and final payment.

9.3 If the Customer fails to pay any amounts due under this agreement (either annual fees or direct debit fees), ACCURAIT may at its option and without prejudice to its rights under this agreement, cease providing the Services until all Fees which are due have been paid in full.

9.4 All amounts in the Order Terms are deemed to be GST exclusive unless otherwise indicated.

9.5 The Customer acknowledges that the Fees and the value of any variation to the Services may not include costs, expenses and disbursements resulting from or in connection with the Services. In the event that additional expenses and disbursements including out of pocket expenses are required to be incurred, ACCURAIT will inform Customer of such expenses and seek approval for reimbursement. Travel expenses will only be reimbursed if agreed in writing by Customer prior to ACCURAIT incurring any travel expenses.

10. Usage Level Upgrades

10.1 As noted in the Order Terms, increased Product License Fees will be levied in the case that the Customer transitions to a higher Usage Level. In the case that the Customer pays fees annually in advance, ACCURAIT will provide the Customer with an invoice for the remainder of a current annual payment period in respect of a pro-rata surcharge resulting from an upgrade in Usage Level. In the case that the Customer pays via monthly direct debit, ACCURAIT will provide the Customer notice that their Usage Level has changed, and increase the direct debit amount to include a surcharge corresponding to a monthly increase in fees resulting from an upgrade in Usage Level.

10.2 The Product License Fees for Usage Level Upgrades set out in the Order Terms may be subjected to reasonable periodic review at the sole discretion of ACCURAIT in the event that the Services are provided beyond the end of the Term.

11. Direct Debit Terms

11.1 This section applies in the case that the Order Terms specify that the Customer will pay the Fees via Direct Devit, and outlines ACCURAIT’S commitment to the Customer as a Direct Debit customer and the Customer’s rights and responsibilities throughout the Direct Debit process.

11.2 ACCURAIT will provide the Customer with at least 14 days prior notice if we change any Direct Debit terms under Clause 11. We may also cancel the Direct Debit by notice to the Customer.

11.3 ACCURAIT will keep all information about the Customer’s nominated bank account private and confidential, only to be disclosed at the Customer’s request or that of the Customer’s financial institution in connection with a claim made about an alleged incorrect or wrongful debit.

11.4 Unless otherwise agreed in writing, ACCURAIT deduct payment to a maximum of the amount of the Fees due on your account at the due date on which a Direct Debit is triggered;

11.5 Where the Direct Debit due date falls on a non-working day or a national public holiday, ACCURAIT will deduct the payment amount on the next business day.

11.6 If the payment is dishonoured because there are insufficient funds in the Customer’s nominated account ACCURAIT:

1. will notify you the Customer try to deduct the payment on another day;
2. may make other attempts to take the payment; and
3. may cancel the Customer’s Direct Debit agreement if a payment is dishonoured.

11.7 The Customer must ensure:

1. Its account information supplied to us is correct by checking it against a recent statement from the relevant financial institution.
2. Its nominated account can accept Direct Debits through the Bulk Electronic Clearing System (BECS). Direct Debit through BECS is not available on all Financial Institution accounts; and
3. Sufficient funds are available in the nominated account to meet a payment on its due date.

11.8 Where the Customer considers a payment has been initiated incorrectly, or there is a discrepancy in a payment amount, the Customer should contact ACCURAIT immediately.

11.9 The Customer must advise ACCURAIT if:

1. Its nominated account is transferred, closed or the Direct Debit is cancelled. The Customer must do so as soon as it becomes aware of this change; or
2. The Customer wishes to change its bank account or personal details. To take effect for a next Direct Debit payment, ACCURAIT must receive a request at least 10 business days before that Direct Debit due date.

11.10 The Customer may stop a particular Direct Debit payment by notifying ACCURAIT at least 10 business days before your next Direct Debit due date. The Services may be affected by non-payment in accordance with the Master Terms.

11.11 The Customer may terminate its Direct Debit agreement at any time by notifying ACCURAIT or your financial institution at least 4 business days before your next Direct Debit due date. The Services may be affected by non-payment in accordance with the Master Terms.

11.12 In accepting to pay the Fees via Direct Debit, the Customer authorises:

1. ACCURAIT to arrange for funds to be debited: (i) from the Customer’s nominated account, and (ii) for an amount that is determined in accordance with the Order Agreement, Order Terms and Master Terms, which ACCURAIT may debit or charge the Customer through the Bulk Electronic Clearing System (BECS) until further notice in writing.
2. ACCURAIT to verify the details of your nominated account with your financial institution.
3. The Customer’s financial institution to release information allowing ACCURAIT to verify the nominated account.

11.13 This Direct Debit authorisation is to remain in force in accordance with the terms described in this Clause 11.

12. Access to the Platform and Services

12.1 The Platform is operated by Leasing Information Systems (‘ACCURAIT’S). Access and use of the Services via the Platform is contingent on the Customer’s agreement with the Master Terms payment of the Fees.

12.2 The Customer is permitted to access the Platform for the sole purpose of receiving the Services.

12.3 The Services are available for purchase only by companies or other entities or those individuals over 18 years of age who have full capacity to enter binding contracts on their own behalf or on behalf of those individuals under 18 years of age for whom they have legal responsibility.

12.4 With the exception of the Customer Lease Data from Unregistered Leases, all of the Content is confidential and owned or licensed by ACCURAIT. The Customer is permitted to view the Content from the Platform only for the purpose of its own use of the Services.

12.5 All other reproduction, modification or communication of any part of the Platform is prohibited except with the express written permission of ACCURAIT. Except to the extent that this right cannot legally be excluded, the Customer must not disassemble, decompile, or reverse engineer any part of the Platform. Copyright in all works and subject matter other than works including without limitation the design and layout of the Platform is owned by ACCURAIT.

12.6 The Platform contains trademarks which may be registered or otherwise protected by law. These include Accurait name and logo and the logos of various ACCURAIT products, and the trademarks of third parties. The Customer is not permitted to use these trademarks without ACCURAIT’S prior written consent.

12.7 The Customer acknowledges that a breach of these Master Terms may infringe not only the rights of ACCURAIT, but its licensors. The Customer agrees to indemnify ACCURAIT in respect of all claims, demands and proceedings brought by third parties (including all legal fees) arising out of the Customer’s breach of these Master Terms.

12.8 In accessing the Platform and the Services, the Customer must comply with any User Conduct Policies published by ACCURAIT from time to time on the Platform. It is the Customer’s responsibility to check the Platform regularly to keep up to date with these policies.

12.9 The Customer acknowledges that it should retain backup of any information uploaded by the Customer to the Platform in a location managed or procured by the Customer. ACCURAIT will not be liable in the event of a failure by the Customer to retain and/or backup such information.

12.10 The Customer grants ACCURAIT, for the duration of any period of time during which the Services are provided, a licence to use the Customer’s trademarks on ACCURAIT’S website and in its promotional material including proposals, for the purpose of promoting ACCURAIT’S goods and services.

12.11 The following file extensions are supported for upload into the Platform. The Customer is responsible for ensuring that any uploaded file is virus and malware free. Failure to do so may result in immediate cancellation of the Services, at the sole discretion of ACCURAIT.

• Excel (.csv, .xls, .xlsx)

• Word Document (.doc)

• Adobe PDF (.pdf)

• PowerPoint (.ppt, .pptx, .pps)

• Images (.gif, .png, .jpeg, .jpg)

12.12 The Customer is not permitted to link to or frame the Platform, or any content provided thereby, without ACCURAIT’S express written permission.

13. Secure Access to Platform

13.1 The Customer will be provided with instructions for gaining and continuing secure access to the Platform (which may include a username and password to access the Platform, multi-factor authentication, and/or other technical means). This is collectively referred to as “Secure Access Means”. The Customer agrees that it will not disclose, or permit disclosure of its Secure Access Means to any person outside the Customer’s company. The Customer will be fully responsible for all acts and omissions of any person who accesses or uses the Platform using the Customer’s Secure Access Means, as if they were the Customer’s own acts and omissions. ACCURAIT will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of the Customer’s Secure Access Means, and the Customer will indemnify ACCURAIT against all loss, damage, claims, costs or demands in this regard.

13.2 The Customer may elect to, where permitted via the Platform, update parameters of its Secure Access Means at any time using a functionality provided via the Platform. The Customer must immediately notify ACCURAIT immediately in the event that its Secure Access Means are no longer secure (for example if a password or the like is lost, inoperable or used in an unauthorised manner).

13.3 Data uploaded to the Platform may be hosted externally to hardware managed by Leasing Information Systems, for example by Amazon Web Servers (AWS).

14. Extension Beyond End of Term

14.1 The Order Agreement includes a Term for which the Order Terms are fixed.

14.2 The Order Agreement may specify Extension conditions for additional 12-month periods (Extension Periods).

14.3 In the event that the Extension conditions are “Automated 12-month renewal upon invoice payment”, ACCURAIT will provide the Customer either: an invitation for payment (for example including an invoice) at least 30 days prior to the end of the Term (or, where relevant, 30 days prior to the end of the prior to the end of a current Extension Period), with notice of updated pricing information for a 12-month Extension Period. Upon payment by the Customer, the services will continue in accordance with the updated pricing information and these Master Terms for a period of 12 months. The updated pricing information may include reasonable increases in annual fees.

14.4 In the event that the Extension conditions are “Automated rolling extensions via Direct Debit” ACCURAIT will continue to provide the Services until the Customer cancels a direct debit payment which has been configured. ACCURAIT reserves the right to apply reasonable increases in annual fees, and will provide at least 30 days’ notice to the Customer prior to increasing direct debit fees.

14.5 In spite of what is set out in the Order Agreement, availability of Extensions beyond the Term are provided at the sole discretion of ACCURAIT.

15. Termination

15.1 ACCURAIT may terminate the Services and the Customer’s access to the Platform at any time immediately and without notice if the Customer: become insolvent; or breaches any of these Master Terms, and fails to remedy of such breach within 30 days of ACCURAIT providing notice of that breach.

15.2 All rights and remedies accrued at the time of termination and the disclaimers, indemnities, limitations of liability, obligations in relation to intellectual property and privacy will survive termination of these Master Terms.

15.3 ACCURAIT is not obliged to refund any Fees or other amounts paid by the Customer in the event of termination under this Clause 15.

15.4 In the event that the Customer terminates or upon request, ACCURAIT will delete all Customer Generated Data and Customer Lease Data. Notwithstanding, ACCURAIT is under no obligation to delete any De-Identified Data.

16. Confidentiality

16.1 ACCURAIT undertakes to provide confidentiality and data security for the Customer Generated Data and Customer Lease Data.

16.2 Clause 16.1 does not limit the ability of ACCURAIT to use De-Identified data for any purpose, or any data extracted from Registered Lease Documents.

16.3 It is the responsibility of the Customer to check that the Customer Generated Data and Customer Lease Data is completely accurate

17. Jurisdiction

17.1 These Master Terms are governed by and must be construed in accordance with the laws of the State of New South Wales. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Master Terms, their performance and subject matter.

17.2 ACCURAIT does not warrant or represent that the Platform are appropriate for use outside Australia, where such use may be illegal, or may infringe any person’s rights.

18. Disclaimer

18.1 Content, information and functionality provided via the Platform is subject to change at any time without notice. The Platform and the Services are provided for personal use only and any material contained within is not intended as a substitute for equivalent professional advice in any given field. ACCURAIT uses reasonable endeavours to provide current and accurate information, however the Platform and the information delivered thereby may contain errors. ACCURAIT does not represent that information provided by the Platform is current, accurate or complete, or that it is appropriate for the Customer’s specific requirements. ACCURAIT does not accept any liability from any person for the information or advice (or the use of such information or advice) which is provided vis the Platform or any website linked from it.

18.2 ACCURAIT has a highly effective and well managed virus, rootkit and anti – spam system, however it does not warrant or represent that the Platform will be free of viruses, defects in operation or design. It is the Customer’s responsibility to ensure that its systems are free from viruses, malware, spyware, cookies, corrupted data or other harmful, disruptive or destructive files. These could affect the performance of the Platform.

18.3 ACCURAIT does not provide the Customer with accounting, taxation or legal advice of any kind whatsoever, including via the Lease Capitaliser Module. If the Customer needs accounting, taxation or legal services or advice please see a suitably qualified provider. ACCURAIT does not guarantee that the calculations and other information provided via the Platform concerning issues such as lease obligations are correct, accurate or complete. It is the Customer’s responsibility to check the calculations before using them for any purposes, including checking the accuracy of underlying data, and where relevant having a suitably qualified accountant reviewing logic and assumptions underlying calculations made via the Platform, where such assumptions and underlying calculations are made available to the Customer (as is the case with IRFS/AASB 16 Compliant Data).

18.4 To the extent permitted by law, ACCURAIT does not accept any liability for any errors, inaccuracies or incompleteness in calculations made by the Platform.

19. Intellectual Property

19.1 The Customer agrees that the Intellectual Property Rights relating to the Platform and the Services including any modifications, improvements or enhancements made to those, are and remain the sole property of its existing legal owner.

20. Confidential Information

20.1 Each of the parties agrees to:

1. keep all Confidential Information confidential;
2. only use the Confidential Information to provide the services or fulfil obligations under this agreement;
3. not copy or record in any form, or reproduce or reverse engineer, any part of the Confidential Information except as is strictly necessary for performing the Services;
4. establish and maintain adequate security measure to safeguard the Confidential Information from unauthorised access, use, copying or disclosure and immediately notify the other party if it thinks there has been a breach of confidentiality; and
5. not directly or indirectly exploit the other party’s Confidential Information in any way for their own benefit, profit or advantage.

20.2 If this agreement is terminated regardless of the reason, each party will, at the election of the other party, return to the other party all documents or other records containing the Confidential Information in their possession or control or destroy them and provide proof of destruction.

21. Privacy

21.1 Personal information provided to ACCURAIT via the Website will be handled in accordance with ACCURAIT’S Privacy Policy, a copy of which may be viewed at https://www.accurait.ai.

22. Links from the Platform

22.1 The Platform may contain links to other websites that are owned and operated by third parties. However, even if the third party is affiliated with ACCURAIT, ACCURAIT has no control over these linked sites, all of which have separate terms of use and privacy and data collection practices, independent of ACCURAIT. ACCURAIT has no responsibility or liability for these terms or practices or the content of such websites, and makes no representation or warranties about the products or services they may provide. If the Customer chooses to access these linked sites, that is at the Customer’s own risk. Links do not imply that ACCURAIT sponsors, endorses or is affiliated with or associated with such websites.

23. Liability

23.1 To the fullest extent permitted by law, ACCURAIT expressly excludes all implied warranties, terms and conditions from this agreement, including without limitation implied guarantees as to acceptable quality and fitness for purpose of its products and services.

23.2 To the extent that any liability of ACCURAIT cannot be excluded, ACCURAIT’S liability is limited to the total Fees paid to ACCURAIT by the Customer in the preceding 12 months ACCURAIT’S

23.3 To the fullest extent permitted by law, ACCURAIT excludes all liability for special, indirect or consequential loss or damage including without limitation the loss or corruption of its products and services, loss of revenue, loss of profits, failure to reach expected profits or savings and any other commercial or economic loss of any kind arising out of or in connection with the provision of its products and services, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

24. Indemnity and claims by third parties

24.1 The Customer will indemnify and keep indemnified ACCURAIT, its subsidiaries, affiliates, employees, agents and independent contractors against any actions, claims, losses, damages, costs, liabilities or expenses (including, but not limited to, reasonable legal fees) arising out of or related to any claims, including negligence, made by third parties against ACCURAIT arising directly or indirectly out of a breach or alleged breach of this agreement by the Customer or the use by the Customer of its products and services except where that claim relates to an infringement of Intellectual Property Rights provided that the Customer has not done, permitted or suffered to be done anything which may have been or becomes an infringement of any Intellectual Property Rights.

24.2 The Customer must give ACCURAIT immediate notice of any claim of infringement or of suspected or alleged infringement that is made against the Customer and ACCURAIT has the right to defend any such claims and make settlements at its own discretion and the Customer must give such assistance as ACCURAIT may reasonably require to settle or oppose any such claims.

24.3 In the event that any such infringement occurs or may occur, ACCURAIT may at its sole option and expense:

(a) procure for the Customer the right to continue accessing the Platform or any infringing part;

(b) modify or amend the Platform or infringing part so that it becomes non-infringing;

(c) replace the Platform or infringing part with other software of similar capability; or

(d) repay to the Customer such part of the Fees as relates to the whole or the infringing part of the Platform.

25. General

25.1 Each provision of these Master Terms is severable from the others and no severance of a provision will affect any other position. The Customer is not permitted to assign any of its rights, benefits or obligations under these Master Terms.

25.2 ACCURAIT may, at its sole discretion, assign any of its rights, benefits or obligations under these Master Terms.