Last updated: 2 April, 2023

Please read these Terms and Conditions ("Terms") carefully before using the Awzer CRM platform (the "Service") operated by Awzer ("us", "we", or "our"). Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have permission to access the Service.

1. Using Awzer

1.1 Agreement

The license granted under these Terms and Conditions remains in effect until terminated in accordance with these Terms and Conditions.

By using Awzer, the User agrees to be bound by these Terms and Conditions and must immediately stop using Awzer if they can no longer agree or comply with these Terms and Conditions.

The Company reserves the right to suspend the Account or restrict access for any User who breaches the terms of this Agreement.

Awzer is intended for use by Users who are at least 18 years old. Individuals under the age of 18 are prohibited from using Awzer.

The Company does not offer financial advice or services, nor does it sell financial products of any kind. The Company does not provide accounting advice and should not be considered a replacement for the advice or services of a qualified accountant or tax specialist. Users are encouraged to consult a suitably qualified professional for any accountancy or taxation inquiries they may have.

1.2 Account

To use Awzer, the User must log in and set up their Account.

The User may be required to verify their identity by providing (without limitation) email, telephone, residential or business address, social media, referrals, references, and/or formal photographic identification. The User agrees to provide the Company with all necessary verifications required to grant access to Awzer.

The User shall be responsible for all usage of Awzer under their Account, including:

• Paying the Fees for using Awzer;
• Ensuring all User Content is accurate and up-to-date; and
• Any user that the User authorizes to access their Account.

1.3 Features

The Company shall provide the User with access to and use of the features as agreed between the parties and provided within Awzer from time to time.

1.4 User Content

The primary purpose of a User providing User Content to Awzer is to generate accurate and up-to-date accounting information for the User.

The User is solely responsible for ensuring that the information entered into Awzer is accurate and up-to-date.

The Company makes no representation as to the accuracy of any information generated by Awzer based on User Content, and shall not be responsible for any use the User makes of Awzer based on User Content.

The User acknowledges and agrees that:

• User Content is the sole responsibility of the person who provided the User Content to Awzer;
• User Content remains the Intellectual Property of the User, and the Company shall claim no Intellectual Property Rights to User Content;
• The User indemnifies the Company for any User Content that is illegal, offensive, indecent, or objectionable that the User makes available using Awzer;
• The Company may remove or suspend accessibility to User Content via Awzer that the Company determines is illegal, offensive, indecent, or objectionable in its sole discretion;
• To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content; and
• The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on Awzer.

1.5 Tax

Awzer may enable the User to submit a tax return via Awzer.

The Company shall not be responsible for the accuracy of any information contained in a tax return, nor for any connection with a Taxation Authority's online tax filing system.

The User is solely responsible for ensuring:

• All information contained in a Tax Return is accurate; and
• Paying any amount the User owes to a Taxation Authority.

The User is responsible for ensuring that any tax return they file with a Taxation Authority complies with that Taxation Authority's terms for online filing of Tax Returns, and any other laws or regulations.

1.6 Accounting Data Formatting and Import

The Company may offer to format the User's accounting data for import into Awzer and/or to import that data. Where Awzer offers to do so:

1. The offer is gratuitous and may be revoked at any time without penalty or liability to the User;
2. The User is wholly responsible for the accuracy of any accounting data or other account information provided to the Company, and the Company is under no obligation to verify any data or information;
3. The Company will require data to be provided in such file format as notified to the User;
4. The Company does not guarantee it will be able to format or import any accounting data, and any estimates of time are only estimates;
5. The User must retain copies of the pre-formatted or imported data, and the Company is not responsible for maintaining that data;
6. While the Company will use its best endeavors to complete any formatting or import, the Company is not liable to the User for any outcomes from any formatting of data or importing of data into Awzer, and the User releases the Company from any claim in respect of any formatted or imported data.

For clarity, any accounting data provided by the User to the Company under clause (a) shall be User Content and Confidential Information for the purposes of this Agreement.

Clause (a) does not apply to any paid services provided by the Company for any formatting and/or importing of accounting data; however, the Company's maximum liability in respect of any paid services shall be limited to the fees paid by the User for those services.

2. Fees, Payments, and Refunds

2.1 Free Trials

The Company may allow the User to create an Account and use Awzer for a free trial on any terms the Company may determine (including the duration of any free trial).

The terms of a free trial shall be as described on the Awzer Website or as otherwise agreed with the Company.

The User acknowledges that the Company shall have no responsibility to the Customer during the period of a free trial, and the User uses Awzer during a free trial period entirely at their own risk.

2.2 Fees

The primary Fee to use Awzer shall be the Subscription Fee, which is payable in advance (after any free trial period has expired).

Each Fee applies in accordance with such features and/or services subscribed for by the User in accordance with the pricing described on the Site, within Awzer or as otherwise agreed with the Company.

The User agrees to make payment in advance for all Fees due at such frequency, or on such dates, as the User has subscribed for.

All payments shall be made via the online payment gateway within Awzer, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access Awzer if it fails to make payments when due.

The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days' written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.

If a User does not accept a change to any Fees, then it can simply terminate its Account.

2.3 Currency

All Fees are quoted in Australian dollars; however, transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

2.4 GST

For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide any Australian User with a Tax Invoice for any payments.

2.5 Refunds

No refunds of Fees are offered other than as required by Australian law, irrespective of the User's location.

2.6 Late Payment

If the User does not pay the full Fees as required, the Company may suspend all User access to Awzer for that Account.

If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may delete the User's Account in Awzer without notice and terminate this Agreement.

The User agrees that the Company shall not be responsible or liable in any way for:

1. Interruptions to the availability of Awzer or User Content in the event of (a);
2. Loss of User Content in the event of (b).

3. Third Party Login and Integration

3.1 Registration & Login

A User may be able to register as a User, access Awzer, and use integrated features by connecting their Account with certain third-party services (TPS).

As part of the functionality of Awzer, the User may connect their profile with a TPS by:

1. Providing their TPS login information to the Company through Awzer; or
2. Allowing the Company to access their TPS in accordance with its terms & conditions of service.

When connecting to Awzer using a TPS, the User warrants that they are not in breach of any of the TPS' terms & conditions of service.

3.2 Ongoing Availability

The User agrees that User access to Awzer may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Awzer.

The User may disconnect the connection between Awzer and the TPS at any time in their discretion.

The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.

3.3 Data from TPS

Where a User connects and/or registers their Account using a TPS, the User authorises the Company to use data from that TPS within Awzer as required.

4. General Conditions

4.1 Licence

By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Awzer for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

The Company may revoke or suspend the User's licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.

4.2 Modification of Terms

The Company may, in its sole discretion, modify or update these Terms of Service from time-to-time, and the User should review this page periodically.

When the Company changes these Terms of Service in a material manner, it will update the 'last modified' date at the top of these Terms of Service and notify the User in writing.

The User will be required to accept the modified terms in order to continue using Awzer after the end of the notice period.

4.3 Software-as-a-Service

The User agrees and accepts that Awzer is:

• Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available 'locally' from the User's systems; and
• Managed and supported exclusively by the Company from the Company servers and that no 'back-end' access to Awzer is available to the User unless expressly agreed in writing.

As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Awzer.

4.4 Support

The Company provides user support for Awzer via:

• Chat functionality within Awzer; and
• The email address [email protected].

The Company shall endeavour to respond to all support requests within 2 Business Days.

4.5 Use & Availability

The User agrees that it shall only use Awzer for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

The User is solely responsible for the security of its username and password for access to Awzer. The User shall notify the Company as soon as it becomes aware of any unauthorised access of their Account.

The User agrees that the Company shall provide access to Awzer to the best of its abilities, however:

• Access to Awzer may be prevented by issues outside of its control; and
• It accepts no responsibility for ongoing access to Awzer.

4.6 Privacy

The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Law for data that it collects about the User and other customers.

The Privacy Policy does not apply to how the User handles personal information. It is the User's responsibility to meet the obligations of the Privacy Law by implementing a privacy policy in accordance with law.

Awzer may use cookies (a small electronic tracking code) to improve a User's experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

4.7 Confidentiality

A party shall not:

• Use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; or
• Disclose any of the Confidential Information except in accordance with clause (b).

Subject to clause (c), a party may disclose Confidential Information that a party is required to disclose:

• By law or by order of any court or tribunal of competent jurisdiction; or
• By any Government Agency, stock exchange or other regulatory body.

If a party is required to make a disclosure under clause (b), that party must:

1. To the extent possible, notify the other party immediately after it anticipates that it may be required to disclose any of the Confidential Information; and
2. Only disclose Confidential Information to the extent necessary to comply.

The User and the Company must each assist the other to comply with its obligations under the Privacy Act 1988 (Cth) in relation to Confidential Information.

4.8 Data

Security

The Company takes the security of Awzer and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

Transmission

The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

Storage

The Company stores data on servers based in the US according to accepted industry standards. If the User requires its User Data to be stored in a different location, the Company may charge the User a fee to do so.

Backup

The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.

4.9 Intellectual Property

Trade marks

The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

Proprietary Information

The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Awzer.

The Awzer Application

The User agrees and accepts that Awzer is the Intellectual Property of the Company and the User further warrants that by using Awzer the User will not:

• Copy Awzer or the services that it provides for the User’s own commercial purposes; and
• Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Awzer or any documentation associated with it.

Content

All content submitted to the Company (excluding User Content), whether via Awzer or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Awzer.

4.10 Disclaimer of Third Party Services & Information

The User acknowledges that Awzer is dependent on third-party services, including but not limited to:

• Banks, credit card providers and merchant gateway providers;
• Telecommunications services;
• Taxation Authority online services;
• Hosting services;
• Email services; and
• Analytics services.

The User agrees that the Company shall not be responsible or liable in any way for:

• Interruptions to the availability of Awzer due to third-party services; or
• Information contained on any linked third party website.

4.11 Liability & Indemnity

The User agrees that it uses Awzer at its own risk.

The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Awzer, including any breach by the User of these Terms of Service.

In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Awzer, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.

Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

• The re-supply of services or payment of the cost of re-supply of services; or
• The replacement or repair of goods or payment of the cost of replacement or repair.

4.12 Termination

The User may terminate this Agreement by providing the Company with written notice at any time.

The Company may terminate this Agreement by giving the User 1 month’s written notice, unless the User has breached these Terms of Service in which case the Company may terminate this Agreement or otherwise suspend the User’s Account by providing the User with written notice at any time.

Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the effective date of termination.

4.13 Dispute Resolution

If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

• Includes or is accompanied by full and detailed particulars of the Dispute; and
• Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

4.14 Electronic Communication, Amendment & Assignment

The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

Notices must be sent to the parties’ most recent known contact details.

The User may not assign or otherwise create an interest in this Agreement.

The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

4.15 General

Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.