Facility Online Terms of Usage

About these terms
These are the terms and conditions for our supply of Facility Online (FO) to you, including our obligations to each other (Terms). These Terms apply to all Facility Online modules.

If you accept these Terms in Australia, these terms do not exclude, restrict or modify:

  1. 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);

  2. the exercise of any right or remedy conferred by the ACL; or

  3. the liability of Facility ERP for a failure to comply with any applicable consumer guarantees where to do so would:

    1. contravene the ACL; or

    2. cause any part of these Terms to be void.


Definitions
Some words in these Terms have particular meanings:

                ATO means the Australian Taxation Office.

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

Employees means employees of the Business

Fees means the fees and charges relating to the provision of Facility Online, as notified to you.

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.

Facility Online means any of the services, features or functionality which form part of Facility.

Other Application means an application or service developed by a third party to integrate and be used in conjunction with Facility Online.

Payroll Data means the Business payroll information that you may input into Facility Online.

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) (if you accept these Terms in Australia) or the Privacy Act 1993 (if you accept these Terms in New Zealand) as updated, amended or replaced from time to time.

Professional Partner are users the Business providers with a username and password (access) to Facility Online such as a client or supplier.

Tax Laws means the Taxation Administration Act 1953 (Cth) (if you accept these Terms in Australia) and Tax Administration Act 1994 (if you accept these Terms in New Zealand) as updated, amended or replaced from time to time, and any binding regulation, ruling or direction issued by the ATO or Inland Revenue (as applicable) from time to time.

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

User means a person authorised to use Facility Online (including a Professional Partner).

We, us and our means Facility ERP Pty Ltd with ABN 26 149 984 823 (if you accept these Terms in Australia).

You means the Business, including each User.

GENERAL TERMS
2.1 Services
We agree to supply, and you agree to use, Facility Online on the terms and conditions set out in these Terms.


2.2 Protecting your username and password

Unless you take adequate security precautions, it could be possible for an unauthorised person to gain access to your Facility Online 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 Facility Online using your username and password;

  • and you must be extra careful when accessing Facility Online from public computers.

If you think anyone else might know your password you should reset your password from within Facility Online, 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.



2.3 Other responsibilities you have as a User

No interference with Facility Online – You will not:

  • interfere with the operation of Facility Online 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 Facility Online;

  • copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from Facility Online except where we have given you permission;

  • use Facility Online in way that is prohibited by law, regulation or government order in any relevant jurisdiction, or in a way that violates a third party’s legal rights;

  • use Facility Online in a way that could harm or impair anyone else’s use of it;

  • use Facility Online to gain unauthorised access to any service, data, account or network by any means;

  • falsify any protocol or email header information (e.g. spoofing);

  • upload any material (including pdf. files) into Facility Online which:

    • is harmful, threatening, abusive, vulgar, obscene or otherwise objectionable;

    • contains Personal Information of any other person, without that person’s express or implied consent;

    • infringes on the intellectual property rights of any other party; or

    • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

  • use Facility Online to send “spam” or otherwise make available any offering designed to violate these Terms; or

  • remove, modify, tamper with any regulatory or legal notice or link that is incorporated into Facility Online.





Cooperation and limited authority in relation to Third Parties– You:

  • must do all things we consider reasonable and appropriate to enable us to fulfil our obligations to Third Parties in relation to Facility Online; and

  • authorise us to give a Third Party or other person any authority, consent or instruction in respect of Facility Online, as reasonably required to enable us to provide Facility Online to you.


Compliance with Tax Laws - It is your responsibility to retain your Business records for Tax Law and ER Law compliance purposes (as applicable). We are not liable for your failure to meet your legal obligations for record retention, in relation to any data that you input into Facility Online. If you decide to terminate Facility Online, we strongly advise you to extract your data in its entirety as soon as possible following termination. Please see section 7.3 for further details. For specific advice regarding your compliance obligations under the Tax Laws or the ER Laws, please consult the ATO, Inland Revenue or your professional advisor, as appropriate.


Giving access to other Users - If you are listed as the owner of the Business or the authorised administrator for your subscription, you can authorise other people (including Professional Partners) to have access to your Facility Online data as Users. Subject to the access rights you grant, they will be able to view and modify your Facility Online data. Their use of Facility Online is subject to these Terms, so we suggest that you provide them with a copy. You are responsible for their use of Facility Online. You can stop their access by removing them from your User list within Facility Online or by contacting us.


Change of details - You must let us know of any changes to the details that you have provided to us in relation to Facility Online, and provide any proof of the change we that require.


Accuracy of Payroll Data - You are responsible for verifying the Payroll Data that you input into Facility Online and ensuring that it is accurate and complete.

 
2.4 Use of Facility Online and our intellectual property

What you can do - Until your use of Facility Online is terminated, you have a non-exclusive and non-transferable licence to use Facility Online 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 Facility Online - You agree that any intellectual property rights in any systems, processes or methodologies developed by you which derive from your use of Facility Online become our intellectual property.




2.5 Trial User

If you are a trial User, you will be able to use Facility Online free of charge for 14 days. At the end of this period, you have the option of subscribing to Facility Online for a fee. If you do not subscribe, your access to Facility Online will be cancelled.

We can extend your trial by 7 days if you wish to access the system to extract your data. Please contact us to arrange this extension.

 
2.6 Payment of Fees and Direct Debit Authority
This section applies to you if you are responsible for paying the Fees for your Facility Online subscription. If another person (for example, a Professional Partner) is responsible for paying the Fees in relation to your use of Facility Online, and they stop paying us, then you will need to pay the Fees to continue your use of Facility Online, in compliance with this section.

  • Payment of Fees - You must pay all Fees due to us in relation to your use of Facility Online, on the due date. Fees may be published on the FacilityERP website or quoted to you personally by our staff.

  • Changes to Fees - By giving you at least 20 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 5 tells you about the ways in which we can give you notice.


Termination rights - If we make a change under section 2.6.b above, then you have the option to terminate your Facility Online subscription under section 5.1.


Direct Debit Authorisation - You authorise us to deduct monthly instalments and any other Fees payable to us in respect of your use of Facility Online (including any Fees payable under the Fair Use Policy). You give us this authority by providing us with your credit card or other payment details.


Processing Fee payments -

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 that:

  • You have sufficient credit or funds available in your nominated credit card or bank account to cover your monthly payment; and

  • your credit card or account details are current and correct.


If your direct debit is declined

  • If your Fees are debited from your credit card, we will attempt to re-draw 3 times. If these attempts fail, we will advise you and you will be allowed 14 days to respond; or

  • If your Fees are debited from your bank account, we will advise you of the decline and you will be given until the date of your next invoice to respond.

A dishonour fee may also be charged by both us and your financial institution to cover reasonable administrative and processing costs. If the Fees remain unpaid, we may suspend or terminate your use of Facility Online.


If there is a problem - If you believe there has been an error in debiting your credit card or in your invoice, you should notify us immediately at accounts@facilityerp.com.au

 
2.7 Goods and services tax (GST) and duties

All payments due to us 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, if applicable) payable in relation to your use of Facility Online. If we have paid them, they must be reimbursed by you on our request.


Other Applications

3.1 From time to time we may offer Other Applications for Facility Online.


3.2 We make no warranties in relation to any Other Application offered in relation to Facility Online, regardless of whether an Other Application is provided by a Professional Partner or is otherwise recommended by us.


3.3 If you install or enable an Other Application for use with Facility Online, you consent to us allowing the Other Application to access your data as required to enable Facility Online and the Other Application to operate together. Any exchange of data or other interaction between you and an Other Application provider is solely between you and them. We are not responsible or liable for any disclosure, modification or deletion of your data as a result of any access to Facility Online by an Other Application provider.




Availability of Facility Online
4.1 Facility Online could be disrupted if systems failure occurs due to technology used by either us or Third Parties involved in providing Facility Online.


4.2 Facility Online may also be unavailable for short periods because of necessary or desirable system maintenance or upgrades. If possible, we will warn you beforehand.


4.3 Subject to the terms of section 8 below, we are not responsible or liable to you or the Business for any Loss or Claim arising from Facility Online or any part of it being delayed, disrupted or unavailable.


4.4 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 records.







Termination
5.1 How can you end your Facility Online subscription?

You can terminate your Facility Online subscription by contacting us at least 30 days before the end of the current period of your subscription. To action your termination, please call our team directly on 03 8899 6683 (Australia) or email accounts@facilityerp.com.au.


Your Facility Online subscription 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 Facility Online up to the effective date of termination. Refer also to section 5.3 below for other important content about what happens on the effective date of termination.


You may also terminate your Facility Online subscription if we fail to remedy a material breach of these Terms within 7 days of you giving us notice of the breach in writing.


5.2 When we can terminate your Facility Online subscription without prior notice

Circumstances - These are the situations in which we can terminate your Facility Online subscription 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 within 7 days after we give you notice of the breach.


  • Something threatens Facility Online:
    in our opinion, a change to any Third Party arrangement necessary for Facility Online renders the ongoing operation of Facility Online 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 Facility Online substantially unworkable or non-functional; or
    we believe this is necessary either to protect the security, integrity or reputation of Facility Online or any Facility Online function, service or facility, or to otherwise protect our interests.


  • We have concerns about the Business:
    we receive notification of a dispute from one or more of the directors or principals of the 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 the Business.


  • An invoice remains unpaid after it’s due date










Notification

We will notify you in writing (which includes by email) of the suspension or 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 Facility Online subscription under section 5.2.a.3. has arisen or may arise, you must advise us in writing as soon as possible.


5.3 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 Facility Online, after which time you and other Users (including your Professional Partner) will have no further access to Facility Online 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.


We strongly recommend that you extract your data for compliance and archive purposes as soon as possible following termination of Facility Online. Failure to extract and retain your data following termination may result in you being unable to comply with your record retention obligations under the Tax Laws and ER Laws.


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 Facility Online.


Liability, warranties, representations and indemnities
6.1. No warranty that Facility Online is suitable for your needs

Facility Online is a generic service and its capabilities are likely to change over time. This means that Facility Online may not be, or may not remain, suitable for your needs.

You must assess the ongoing suitability of Facility Online for you and your Business. We are not aware of your individual business needs and cannot provide any specific recommendations regarding your use of Facility Online.


6.2 Liability for other conditions or warranties

To the extent permitted by law (and subject to section 1 if you accept these Terms in Australia), we provide no warranty and make no claim in relation to our performance, the performance of Facility Online, or any service associated with Facility Online.

Our liability to you for any non-compliance with a statutory guarantee, or Loss or Claim arising out of or in connection with the supply of goods or services under these Terms, or any breach by us of these Terms however arising (whether for breach of these Terms, tort (including negligence), statute, custom, law or on any other basis), is limited to:

  • the resupply of Facility Online or the service (as applicable); or

  • the cost of resupply of Facility Online or the service (as applicable), and in any event will be limited to the fullest extent permitted by law.


All representations, conditions, warranties and terms that would otherwise be expressed or implied in these Terms by general law, statute or custom are expressly excluded (to the extent that such representations, conditions, warranties and terms can be excluded at law).


If you accept these Terms in Australia, sections 6.2.b and 6.2.c above are not intended to have the effect of excluding, restricting or modifying:

  • the application of all or any of the provisions of the ACL; or

  • the exercise of a right conferred by such a provision; or

  • any liability of us in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.


Changes to Terms
7.1 What can we do? – We may change any of these Terms (including the Fees, which are specifically dealt with in section 2.6.b. above).

7.2 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 Facility Online.

7.3 Urgent changes – However if we need to restore or maintain the security of Facility Online immediately, we may change your use and access to Facility Online without advance notice.

7.4 Right of termination – If we make a change to Facility Online or these Terms under sections

7.1. or 7.2 above, then you have the option to terminate your Facility Online subscription under section 5.1


Notices
8.1 You will agree that all communications between you and us in relation to Facility Online will be by email.


8.2 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).


8.3 If the delivery or receipt is after 5.00pm (addressee’s time) it is regarded as received at 9.00am on the following day.

8.4 We may provide a notice or other communication to you by a posting to our website at www.facilityerp.com.au.






Legal
Please note:


9.1 This is our complete agreement - These Terms and the documents incorporated by reference, including your application for Facility Online and any price increase notifications provided to you by email, letter or phone from time to time, contain the whole of the agreement between us and you in relation to Facility Online. Any representations or warranties made by our staff before you are accepted for your Facility Online subscription 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.


9.2 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 Facility Online at our election.


9.3 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.


9.4 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.


9.5 Which laws apply to the Terms - If you accept these Terms in Australia, these Terms are governed by the laws of Victoria and the courts of Victoria have jurisdiction over the parties to these Terms (being you and us).


 Your Privacy

10.1 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.


10.2 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, India or the United Kingdom. If you do not provide your Personal Information, it may affect our ability to do business with you.


10.3 You consent to us collecting, using and disclosing your Personal Information for the purposes set out in section 10.1 above. 

 

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