Last updated:  2nd May 2022

Thank you for considering the Services (defined below) offered by Polymorphix Pty Ltd and/or its subsidiaries and affiliates (referred to as “Finnli”, “we”, “our”, or “us”). Please review these Terms of Service (“Agreement”) thoroughly.

This Agreement is a legal agreement between you and Finnli. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorised representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorised representative.

A. GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of the Finnli online services provided to you on this website (https://www.finnli.com.au) and any other websites controlled and operated by us in connection with the Finnli online services, including content, updates and new releases, (collectively, the “Services”). It includes by reference:

Finnli’s Privacy Policy provided to you in the Services available on the website or provided to you otherwise.

Additional Terms and Conditions, which may include those from third parties.

Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

2. YOUR RIGHTS TO USE THE SERVICES.

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Finnli. Finnli reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Finnli grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

Provide access to or give any part of the Services to any unauthorised third party.

Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.

Make the Services available on any file-sharing or application hosting service.

3 PAYMENT. For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless Finnli or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

Payments will be billed to you by Finnli in  Australian Dollars,U.S. Dollars or other currencies which may be made available (plus any and all applicable taxes, including without limitation  GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

You must pay with one of the following:

– A valid credit card acceptable to Finnli;

– A valid debit card acceptable to Finnli; or

– By another payment option Finnli provides to you in writing.

We will endeavour to notify you if we believe your payment information is out of date. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.

If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorise us to continue billing your account with the updated information that we obtain.

Finnli will automatically renew your monthly or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.

Annual plans are not refundable after 30 days of the subscription beginning.

Annual plan customers notifying Finnli of their wish to cancel within 30 days of their subscription beginning will be eligible for a prorated refund.

Additional cancellation or renewal terms may be provided to you on the website for the Services.

‍

4 FINNLI MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

(ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

YOUR PERSONAL INFORMATION. You can view Finnli’s Privacy Policy provided with the Services and on the website for the Services. Finnli shall only use your personal information in accordance with our Finnli’s Privacy Policy.

‍

5. ADDITIONAL TERMS

5.1 Finnli does not give professional advice. Unless specifically included with the Services, Finnli is not in the business of providing legal, financial, accounting, tax  or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

5.2 Communications. Finnli may be required by law to send you communications about the Services or third party products. You agree that Finnli may send these communications to you via email or by posting them on our websites.

5.3 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Finnli if you become aware of any unauthorised access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

6. DISCLAIMER OF WARRANTIES

6.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINNLI, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,”SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. FINNLI AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF THE STATE OF NEW SOUTH WALES,AUSTRALIA ANY IMPLIED WARRANTIES IN RESPECT TO THE SERVICES, SOFTWARE, AND CONTENT ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

6.2 FINNLI, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF FINNLI, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, FINNLI, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET FINNLI SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF FINNLI AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF FINNLI, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS THE STATE OF NEW SOUTH WALES,AUSTRALIA AND FOR THE AVOIDANCE OF DOUBT FINNLI DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.

You agree to indemnify and hold Finnli and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable legal and associated fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Finnli reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Finnli in the defense of any Claims.

7 CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

8 TERMINATION. Finnli may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Finnli’s rights to any payments due to it. Finnli may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

9 EXPORT LIMITATIONS : You must not use our services in violation of any export or trade embargo laws that apply to you.

10 GOVERNING LAW AND JURISDICTION. This Agreement will be governed by the laws of THE STATE OF NEW SOUTH WALES,AUSTRALIA, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Finnli’s or its Suppliers’ intellectual property rights may cause Finnli irreparable damage for  which recovery of money damages would be inadequate. Accordingly, you agree that Finnli shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Finnli’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of Scotland and you agree that you will procure that any third party making a claim against Finnli arising out of this Agreement shall bring such claim exclusively in the Scottish courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

Finnli does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Finnli prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

11 COMPLIANCE WITH PRESERVATION ORDERS. Finnli accepts no liability to you under this Agreement, or otherwise at law, for compliance by Finnli with any order or notice, whether issued to Finnli or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.

12 SERVICES. The following products and services are referred to in this Agreement as a “Service” and together as the “Services”:

12.1. Finnli. Finnli is an online solution for businesses to perform cashflow analytics and reporting through an online account (each a “Finnli Account”). Each Finnli Account may be used to support multiple businesses, and each business must have its own Subscription (see 18 below).

12.2. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

13. USERS.

13.1 Types of Users. The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorise is, the administrator (“Administrator”). Administrators may authorise additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, accountant, contractors, agents, and clients. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. With respect to Finnli or each Finnli Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.

13.2. For Administrators. As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Finnli customers, but that you are responsible for your Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services.

13.3. For Additional Users. As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.

14. SUBSCRIPTION.

14.1. Payment for Services. The Services are licensed on a monthly or yearly subscription basis for each Finnli Account to the User that pays for the Service. Please review all of the details of the subscription that you purchase; some subscriptions provide different levels of access to the Service.

14.2. Subscription Cancellation. The Administrator may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In the event that Finnli is unable to charge a User’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, Finnli has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds after a period of 30 days, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Finnli is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.

15. ACCOUNT FEATURES.

15.1. Trial Version. If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period“). You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you do not purchase a license to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.

15.2. Beta Features. From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time should you choose to accept and use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.

16. DATA.

16.1. Personal Data. If you are providing data to us that is not personal to you, you acknowledge that both Finnli and you are joint controllers. You agree that you have either provided the owner of such personal data notice or received permission from the owner of such personal data, as required by applicable law, for us to: (a) use or disclose the data in accordance with our Privacy Policy, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, (c) provide the data to Third Party Products that you approve, and (d) otherwise use and disclose the data in accordance with this Agreement. You acknowledge and agree that Finnli may provide data in your account to any Additional Users to which that data is applicable or personal to.

16.2. Public Content. As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other Finnli customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not Finnli, for information and guidance purposes only, and Finnli and such User are not responsible in any way for your use the Account Content.

17. OTHER PRODUCTS AND SERVICES.

17.1. Data Synchronization Service.

(a) We may provide you with the opportunity to transfer certain data from a Third Party Product or an Ancillary Service to these Services (the “Data Synchronization Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the “Data Synchronization Service”. In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Synchronization Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Finnli and you expressly appoint Finnli as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve data on your behalf. With respect to each the “3rd Party Service”, you grant Finnli the right to transfer data to the Services, and to reformat and manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and Content may not remain in the Third Party Product or the Ancillary Services; please review the terms of those products and services to confirm.

(b) You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the the “Data Synchronization Service”, and (ii) not use the Data Synchronization Service in any manner that would infringe or violate the rights of Finnli or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not Finnli, are solely responsible for their own actions or inactions. Finnli is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.

(c) We do not guarantee that you will be able to use the Data Synchronization Service with any specific products or services. You will only have access to the Data Synchronization Service during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of data or the overall performance of the Data Synchronization Service. Your most recent data from a Third Party Product or Ancillary Service may not always be available in the Services. Any data obtained through the Data Synchronization Service will be made available in the Services, and will be subject to the terms and conditions of this Agreement, including our Privacy Policy.

17.2. Service Providers. We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.

18 COMMUNICATION SERVICES. We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services (“Communication Services”). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to Finnli’s use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. Finnli’s systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services

19 GENERAL. This Agreement,is the entire agreement between you and Finnli and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Finnli. However, Finnli may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Finnli or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Finnli via an email to: support@finnli.com.au

‍