Terms of Use

MoneyMind Profile Pty Ltd ACN 672 152 073

Australia | United Kingdom | United States

IMPORTANT NOTICE — PLEASE READ CAREFULLY

This Agreement contains important provisions regarding your rights and obligations. In particular:​

 

• For United States users: This Agreement contains an arbitration provision (clause 24) requiring binding individual arbitration of disputes. By agreeing to these Terms, you waive the right to participate in class actions and a jury trial. 

• This Agreement contains limitations on our liability (clause 20) and an indemnity from you (clause 21).

• The Software is a tool to assist financial advisers and is not a substitute for the provision of professional financial advice. See clause 9.4.

• You are responsible for backing up your data. See clause 4.4.

 

First things first

 

This agreement is a legally binding contract between you and us. It sets out the terms and conditions for the provision of the MoneyMind Profile software (Software) and services supplied with the Software (Services) to you, by us. Please read them carefully. The Software is licensed, not sold, to you for use in accordance with this agreement (Agreement). As part of these Terms of Use, you agree to comply with our acceptable use policy and repeat infringer policy which are incorporated into these Terms of Use. 

This Agreement is between MoneyMind Profile Pty Ltd ACN 672 152 073, a company registered in Australia (we, us, our, MoneyMind Profile) and you. Customer (Customer) means you individually, the entity, or the employer you represent in accepting this Agreement.
This Agreement commences on the day you accept this Agreement by completing the Sign-up Registration (Commencement Date) and continues until terminated by either party in accordance with this Agreement (Term).

​

A few ground rules

You must be over the legal age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by (a) anyone under the age of eighteen or (b) anyone under the applicable age of majority according to the data protection laws and regulations in your jurisdiction. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

While you’re here, you must follow the rules

All Authorised Users must comply with our acceptable use policy and repeat infringer policy. If you see inappropriate use, please report it to your primary owner or employer.

 

Limitation of liability

If we believe that there is a violation of the Agreement, Terms of Use, the acceptable use policy, or the repeat infringer policy, or we believe that there is a credible risk of harm to us, the Services, Software, Authorised Users or any third parties, we may directly step in and determine appropriate action (including disabling your account) if the Customer does not take appropriate action.

We will provide the Services with reasonable skill and care. Subject to clause 20 (Limitation of Liability) and your Non-excludable Rights, we do not make any other warranties or guarantees regarding the Services.

In no event will MoneyMind Profile or the Customer have any liability to the other for any loss, lost profits or revenues, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

Application of consumer law

MoneyMind Profile is a workplace tool intended for use by businesses and organisations and not for consumer purposes. 
Certain provisions of this Agreement apply only to users in specific jurisdictions. These are identified in the relevant clauses and in Schedule 1 (Jurisdiction-Specific Terms).

​

​

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires:
(a) Aggregated Data means data that has been de-identified and aggregated in accordance with clause 12;
(b) Applicable Data Protection Laws means: (i) in Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles; (ii) in the United Kingdom, the UK GDPR and the Data Protection Act 2018; (iii) in the United States, applicable federal and state privacy laws including the California Consumer Privacy Act (as amended by the CPRA), and any other applicable state privacy laws; and (iv) any other applicable data protection or privacy laws in any jurisdiction where the Services are provided;
(c) Beta Features has the meaning given in clause 28.1;
(d) Business Day means a day that is not a Saturday, Sunday or public holiday in: (i) Australia (for Australian users); (ii) England (for UK users); or (iii) United States (for US users);
(e) CCPA means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and any regulations promulgated thereunder;
(f) Commencement Date means the date you complete the Sign-up Registration;
(g) Confidential Information has the meaning given in clause 16.1;
(h) Consumer Laws means: (i) in Australia, the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth); (ii) in the United Kingdom, the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and the Unfair Contract Terms Act 1977; and (iii) in the United States, applicable federal and state consumer protection laws;
(i) Controller, Processor, Data Subject, Personal Data, and Processing have the meanings given to them in the UK GDPR (and cognate terms in other Applicable Data Protection Laws shall be interpreted accordingly);
(j) Copyright Agent means our designated agent for receiving copyright infringement notices, whose details are set out in clause 27;
(k) Data Breach has the meaning given in clause 17.10;
(l) DMCA means the Digital Millennium Copyright Act of 1998 (United States);
(m) Fees means the fees payable by you as set out in the Sign-Up Registration, My Account portal, or as otherwise agreed in writing;
(n) Financial Services means: (i) in Australia, a financial service as defined in the Corporations Act 2001 (Cth); (ii) in the United Kingdom, a regulated activity under the Financial Services and Markets Act 2000; and (iii) in the United States, financial services as regulated by applicable federal and state laws;
(o) Force Majeure Event has the meaning given in clause 22.1;
(p) Intellectual Property Rights means all intellectual property rights worldwide, including patents, copyright, moral rights, rights in circuit layouts, designs, trade marks, trade secrets, know-how, database rights, and confidential information;
(q) Loss means any loss, lost profits or revenues, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent, including reasonable legal costs;
(r) Material means any data, text, photographs, videos, documents or other material uploaded by you or on your behalf using the Software or Services;
(s) Material Adverse Change means a change that materially reduces the core functionality of the Services or materially increases the Fees (other than CPI adjustments);
(t) Non-excludable Rights means any condition, warranty, guarantee, right or remedy implied or imposed by any Consumer Laws or other statute that cannot lawfully be excluded or limited;
(u) Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable natural person (and includes Personal Data as defined in the UK GDPR);
(v) Repeat Infringer means a user who has been notified of infringing activity more than twice;
(w) Services means the services described in clause 3;
(x) Software means the MoneyMind Profile software platform;
(y) Subscription Plan means the plan selected by you from the Manage Account portal or formal Master Services Agreement;
(z) Term means the period from the Commencement Date until termination in accordance with this Agreement;
(aa) UK GDPR means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended; and
(bb) Your Jurisdiction means: (i) Australia, if your billing address is in Australia; (ii) the United Kingdom, if your billing address is in the United Kingdom; or (iii) the United States, if your billing address is in the United States or any US territory.
1.2 In this Agreement, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) a reference to a party includes that party's successors and permitted assigns;
(d) a reference to a statute includes all regulations, orders and instruments made under it and any amendments, consolidations or replacements;
(e) where an example is given using 'including', 'for example', 'such as' or similar, it does not limit the generality of the related general words; and
(f) if there is any inconsistency between the main body of this Agreement and Schedule 1 (Jurisdiction-Specific Terms), Schedule 1 prevails to the extent of the inconsistency for users in the relevant jurisdiction.

2. Trial Period

​

2.1 We offer a 14-day free trial period (Trial Period) commencing on the Commencement Date, during which you may use the Software to evaluate its features, including sending client profiles, receiving reports, and viewing the Dashboard.
2.2 During the Trial Period, you are limited to sending a maximum of 5 client profiles.
2.3 You may be required to enter payment information upon Sign-Up. You will not be charged during the Trial Period and you may cancel at any time during the 14 days.
2.4 If you cancel during the Trial Period, your subscription will be deleted automatically at the end of the Trial Period and any client profiles, account, and billing information will be deleted. To cancel, go to Manage Account > Billing and select Cancel Plan.
2.5 If during the Trial Period you decide not to continue using the Software, notwithstanding anything in this Agreement to the contrary, you may terminate this Agreement by cancelling your plan and you will have no ongoing liability under this Agreement.

3. Services

3.1 Subject to the terms of this Agreement, we will provide the following Services with reasonable skill and care:
(a) hosting services that vary based on the Subscription Plan you have purchased and the number of individual user licences you have purchased, as set out in the Manage Account portal;
(b) the support services described in clause 18; and
(c) such other services as may be agreed between the parties in writing from time to time.
3.2 We will use reasonable endeavours to ensure the Software is available 99.5% of the time in any calendar month, measured across the entirety of the calendar month, excluding:
(a) scheduled maintenance windows notified to you in advance;
(b) emergency maintenance required to protect the security or integrity of the Software;
(c) unavailability caused by factors outside our reasonable control, including Force Majeure Events; and
(d) unavailability resulting from your systems, equipment or internet connectivity.
3.3 If we fail to meet the availability target in clause 3.2 in any calendar month, you may request a service credit equal to 5% of the monthly Fees for that month, up to a maximum of 25% of the monthly Fees. Service credits are your sole and exclusive remedy for unavailability (except to the extent this limitation is prohibited by applicable law) and will be applied against future invoices. You must request service credits in writing within 30 days of the end of the affected month.

4. Exclusions and Backup Responsibility

4.1 You acknowledge and agree that technology systems are not free of faults and downtime may occur. The Software and the Services may become unavailable or we may suspend access to the Software or the Services due to planned or unplanned maintenance, circumstances beyond our reasonable control, or to comply with third party requirements. Subject to clause 20 (Limitation of Liability) and your Non-excludable Rights, we do not warrant that the Software or the Services will be free of interruption, delays, errors, defects or faults.
4.2 The Services do not include:
(a) correction of errors, defects or faults caused by you or a third party, including failure to maintain the operating environment or use the Software in accordance with our specifications;
(b) training (unless separately agreed);
(c) equipment or other software maintenance and rectification of errors caused by equipment or other software faults;
(d) diagnosis or rectification of faults not associated with the Software;
(e) correction of errors arising directly or indirectly out of your failure to comply with this Agreement; and
(f) resolution of installation or implementation issues, technical architecture issues and other customer-specific issues.
4.3 You must use the Software on computer systems, servers or networks that meet the type and specifications recommended by us. We are not responsible for, and make no warranties about, the proper operation of the Software if you are operating the Software on systems which do not meet the recommended specifications.

IMPORTANT: BACKUP YOUR DATA

4.4 You are solely responsible for backing up, to your own computer, device or storage system, any important documents, data, Material or other content that you store or access via the Services. We strongly encourage you to maintain regular backups of all important data via our export and download functionality.
4.5 While we will use reasonable skill and care in providing the Services, we do not guarantee or warrant that any Material or content you store or access through the Services will be free from inadvertent damage, corruption, loss, or deletion, whether due to technical failure, cyberattack, human error, or any other cause.
4.6 Subject to clause 20 and your Non-excludable Rights, we shall not be liable for any loss of, or damage to, your Material or data, and it is your responsibility to ensure you have appropriate backup and recovery procedures in place.

5. Grant of Licence

5.1 Subject to the terms and conditions of this Agreement, we grant to you a revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Software for the Term, solely for your internal business purposes.
5.2 You may only use the Software for your own use and only for your own internal data processing operations. You must not transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified.
5.3 The number of copies of the Software that you may use under this Agreement is based on the number of individual user licences nominated in your Subscription Plan or Master Services Agreement. You must not exceed the permitted number of users without our prior written permission.
5.4 Login credentials must only be used by the individual users to whom such credentials are issued. Users must not share their login credentials with any other person.
5.5 You must ensure that your users securely maintain their login credentials and notify us immediately of any suspected unauthorised access.
5.6 Nothing in this Agreement shall be construed to convey to you any interest, title, or licence in your Account, user ID, login credentials, or any associated identifiers used in connection with the Software, other than the limited licence expressly granted in this clause 5.

6. Contract Term and Auto-Renewal

IMPORTANT: AUTOMATIC RENEWAL NOTICE

Your subscription will automatically renew for successive 12-month periods unless you cancel at least 30 days before the end of the current period. You may cancel at any time through the Manage Account portal or by contacting us at support@moneymindprofile.com.
6.1 Following the expiry of the Trial Period (if applicable), this Agreement has a minimum Term of 12 months from the Commencement Date (Initial Term).
6.2 At the expiry of the Initial Term, and each subsequent 12-month period, this Agreement will automatically renew for additional 12-month periods (each a Renewal Term) unless either party provides at least 30 days' written notice prior to the expiry of the then-current Term that it does not wish to renew.
6.3 We will send you a reminder notice at least 45 days before the end of each Term, reminding you of the upcoming renewal date and the applicable Fees for the Renewal Term.
6.4 You may provide notice of non-renewal at any time during the Term, provided such notice is received at least 30 days before the expiry of the then-current Term. You may cancel by:
(a) accessing the Managing Account portal and selecting Cancel Plan; or
(b) emailing us at support@moneymindprofile.com with the subject line 'Cancellation Request'.

7. Fees and Payment

7.1 From the Commencement Date (or expiry of the Trial Period, if applicable), you must pay us the Fees. The Fees are charged in the currency applicable to Your Jurisdiction (AUD for Australia, GBP for the United Kingdom, USD for the United States) unless otherwise agreed.
7.2 The Fees are direct debited monthly in advance from your nominated payment method. You must provide the relevant details and authorisations to us and we are not required to licence the Software or provide the Services until you do so.
7.3 You may increase or decrease the number of user licences or change your Subscription Plan via the Manage Account portal. We will adjust the Fees payable, and any new Fees will be applied from the following month with a pro-rata adjustment where necessary.
7.4 If any payment is not successfully processed, we may in our sole discretion apply 14-day payment terms to rectify the payment.
7.5 If any payment remains outstanding beyond the payment due date, you will be in breach of this Agreement. We may, on 14 days' written notice:
(a) suspend your access to the Software and Services;
(b) charge you interest on any outstanding amounts at the rate of: (i) 7.5% per annum for Australian users; (ii) 4% above the Bank of England base rate for UK users; or (iii) the lesser of 1.5% per month or the maximum rate permitted by applicable law for US users;
(c) refer any outstanding amounts to a debt collection agency; and/or
(d) terminate this Agreement in accordance with clause 19.
7.6 All Fees are subject to annual adjustment on the anniversary of the Commencement Date. We will provide at least 30 days' notice of any fee increase. 

8. Taxes

8.1 All Fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your purchases, including GST (Australia), VAT (United Kingdom), and sales tax (United States), as applicable.
8.2 If we are required to collect or pay any taxes on your behalf, we will invoice you for such taxes and you must pay them upon receipt of the invoice or together with the Fees.
8.3 If you are required by law to withhold any taxes from payments to us, you must: (a) deduct such taxes from the payment; (b) pay the taxes to the appropriate taxing authority; and (c) provide us with official tax receipts or other documentation sufficient to establish that taxes have been paid.
8.4 Each party is responsible for all taxes or levies imposed on it under applicable laws as a result of this Agreement.

 

9. Your Use of the Software and Services

Your Warranties
9.1 When you use the Software and/or the Services to store, upload, or create Material, you represent and warrant that any Material uploaded by you, your employees, agents, or on your behalf:
(a) is owned by you or you have the necessary rights or consents to upload it;
(b) does not infringe the Intellectual Property Rights, privacy rights, or any other rights of any person;
(c) to the extent the Material contains photographic images or video footage of people, you have obtained all necessary and valid releases;
(d) is not to your knowledge the subject of any claim asserting that your use or possession of the Material infringes any third party rights;
(e) does not contain anything that violates any applicable law or is offensive, defamatory, violent, sexually explicit, exploitative, or otherwise objectionable;
(f) is not misleading or deceptive, or likely to mislead or deceive; and
(g) does not contain any viruses, malware, or other harmful code.
9.2 You are solely responsible for:
(a) any third-party royalties payable in respect of the exploitation of the Material; and
(b) support and maintenance of the Material and addressing any complaints about the Material.

 

Financial Services Acknowledgment
9.3 You acknowledge and agree that:
(a) the Software is only a tool used to assist in the provision of services to your clients;
(b) you remain solely responsible for the provision of Financial Services to your clients;
(c) you must hold and maintain all licences, registrations, and authorisations required by applicable law to provide Financial Services to your clients;
(d) we do not provide Financial Services and are not authorised, licensed, or registered to do so in any jurisdiction; and
(e) you indemnify us in accordance with clause 21 with respect to any Loss arising as a result of your provision of Financial Services to your clients.

 

Professional Advice Disclaimer
9.4 You acknowledge and agree that:
(a) the Software is a tool to assist appropriately qualified and licensed financial advisers in the delivery of Financial Services to their clients;
(b) the Software is not a substitute for professional financial, legal, tax, or other advice;
(c) any outputs, reports, profiles, or other content generated by or through the Software are for informational purposes only and should not be relied upon without independent verification by appropriately qualified professionals;
(d) you must review and verify all outputs before providing them to, or relying on them in relation to, your clients;
(e) you should always seek advice from appropriately qualified and licensed professionals regarding any specific financial, legal, or regulatory circumstances; and
(f) we are not responsible for any decisions made, or actions taken, by you or your clients based on outputs from the Software.

 

Compliance with Laws
9.5 You are responsible for ensuring that your use of the Software and Services complies with all applicable laws, regulations, and professional standards in Your Jurisdiction, including:
(a) financial services licensing requirements;
(b) anti-money laundering and counter-terrorism financing laws;
(c) privacy and data protection laws;
(d) consumer protection laws; and
(e) professional conduct and ethical standards applicable to your profession.
9.6 To the extent you choose to access and use the Software from a location outside Your Jurisdiction, you do so at your own initiative and are solely responsible for compliance with all applicable local laws.

10. Restrictions

Prohibited Activities
10.1 You must not:
(a) disassemble, reverse engineer, decompile, modify, or create derivative works of the Software or the Services, except to the extent such restriction is prohibited by applicable law;
(b) rent, lease, lend, sell, transfer, outsource the use of, or grant any rights in or to the Software and/or Services to any third party;
(c) permit or enable the Software and/or Services to be used by more people than the number of user licences in your Subscription Plan;
(d) use the Software or Services for any unlawful purpose or in any way that violates applicable laws or regulations;
(e) attempt to gain unauthorised access to any systems, networks, or data;
(f) interfere with or disrupt the integrity or performance of the Software or Services, or any servers or networks connected to them;
(g) use the Software or Services to transmit unsolicited communications, spam, or bulk messages;
(h) use the Software or Services to stalk, harass, threaten, defame, or harm any person;
(i) impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;
(j) upload, store, or transmit any content that exploits, harms, or threatens children, including child sexual abuse material;
(k) use any automated means (including bots, scrapers, or crawlers) to access or collect data from the Software or Services;
(l) circumvent, disable, or interfere with any security features of the Software or Services;
(m) forge headers or manipulate identifiers to disguise the origin of any content transmitted through the Services;
(n) use the Software or Services to process data of any person located in a jurisdiction where such processing would violate applicable law; or
(o) access the Software or Services from, or use them in connection with persons located in, any country subject to comprehensive US, UK, EU, or Australian sanctions.

No Resale
10.2 You must not reproduce, copy, duplicate, sell, resell, rent, lease, loan, trade, or exploit for any commercial purpose any portion of the Software or Services, access to the Software or Services, or use of the Software or Services.

Your Obligations
10.3 You must:
(a) ensure that the Software is protected at all times from unauthorised access, use, misuse, damage and destruction;
(b) use any third-party materials, including information supplied on our behalf, only for your own information purposes;
(c) not remove any proprietary notices, labels, or disclaimers from the Software;
(d) include appropriate disclaimers regarding the use, reliability, completeness and accuracy of information when incorporating it into materials for your clients; and
(e) notify us immediately if you become aware of any unauthorised use of the Software or Services.

11. Account Provisions

Account Security
11.1 Your Account is valuable, and you are solely responsible for maintaining its confidentiality and security. You agree to immediately notify us if you suspect your Account has been compromised.
11.2 You acknowledge that the Software is designed for use on an individual basis and you should not share your Account or password with any other person. We shall not be responsible for any losses arising from unauthorised use of your Account resulting from your failure to maintain the security of your Account credentials.

No Right of Survivorship
11.3 Unless otherwise required by applicable law, you agree that your Account is non-transferable and that any rights to your Account or content within your Account terminate upon your death.
11.4 Upon receipt of a certified copy of a death certificate, we may terminate your Account and delete all content within your Account after 30 days' notice to any known estate representative. If you are affiliated with a Master Services Agreement, we may, upon request from your estate representative, transfer a copy of your Material to the entity associated with that Master Services Agreement.
Account Inactivity
11.5 We reserve the right to terminate your Account upon 30 days' prior written notice to the email address associated with your Account if your Account has been inactive (no login activity) for a continuous period of 12 months or more, provided that:
(a) we will send you at least two reminder notices before termination;
(b) you may reactivate your Account by logging in during the notice period; and
(c) upon termination for inactivity, we may delete all content associated with your Account.

12. Data Aggregation

 

12.1 You acknowledge that the Services are enhanced through the incorporation of aggregated data from all users and agree that we may incorporate data from your Material in a de-identified and aggregated form into databases containing the data of multiple clients. Such databases and the Aggregated Data contained within them will be owned by us.
12.2 We warrant that the Aggregated Data will be de-identified such that:
(a) it is no longer Confidential Information of you;
(b) it does not constitute Personal Information and is not capable of identifying you, your clients, or any individual, whether directly or indirectly; and
(c) a person with a reasonable level of industry knowledge would not be able to determine whether any Aggregated Data originated from you or any other user of the Services.
12.3 We will keep all source data confidential and comply with all Applicable Data Protection Laws during the aggregation process.

 

13. Third Party Materials and Templates

 

13.1 You acknowledge that we use third-party material within the Software and, subject to your Non-excludable Rights, we have no liability for inability or delay to supply, or failures of, these materials. We may change third party suppliers from time to time.
13.2 We have prepared certain templates which are included in the Software. You acknowledge and agree that:
(a) the information and content in the templates (including any financial information) is for general information purposes only;
(b) the templates are designed for use in Australia, the United Kingdom, and the United States, but may not address all jurisdiction-specific requirements;
(c) the templates do not constitute Financial Services, financial product advice, legal advice, tax advice, or any other professional advice;
(d) subject to your Non-excludable Rights, we do not warrant the accuracy, reliability, completeness, or currency of the templates;
(e) you must not rely on the templates for providing financial or other advice without independent verification by appropriately qualified professionals;
(f) you are solely responsible for reviewing and verifying all content before using templates in client-facing materials;
(g) you must include appropriate disclaimers when using templates in materials provided to your clients; and
(h) you use the templates entirely at your own risk.

14. Intellectual Property

Your Intellectual Property
14.1 You or your licensors retain ownership of all Intellectual Property Rights in any Material that you upload using the Software or the Services.
14.2 You grant to us, our employees, contractors, officers, affiliates, and subcontractors a non-exclusive, worldwide, royalty-free, sublicensable (to our service providers solely for the purpose of providing the Services) licence to use, reproduce, store, transmit, reformat, display, adapt, and modify your Material solely to the extent necessary to provide, maintain, improve and develop the Services and the Software.
14.3 You acknowledge that in order to provide the Services, we may transmit your Material across various networks, in various media, and may modify or change your Material to comply with technical requirements of connecting networks, devices, or systems (including compression, reformatting, or format conversion). You agree that the licence in clause 14.2 permits us to take such actions.

 

Our Intellectual Property
14.4 We own, or have the necessary grants and licences to use, all Intellectual Property Rights in the Software and the Services, including all updates, modifications, adaptations, enhancements, and derivatives. Nothing in this Agreement transfers any ownership of such Intellectual Property Rights to you.
14.5 MoneyMind Profile, and our logos are trademarks of MoneyMind Profile Pty Ltd. You are granted no right or licence to use any of our trademarks without our prior written consent.
14.6 We reserve all rights not expressly granted in this Agreement.

 

15. Fair Use Policy

15.1 Services may be provided to you for uploading, storing and managing your Material. While no specific limits are applied to the number or size of items uploaded or stored, we reserve the right to apply limits at any time where we reasonably believe that the number or size of items uploaded or stored, or the volume of notifications sent, is unreasonable or could degrade the Services for other users.
15.2 If a limit is applied, we will notify you and provide a reasonable period (not less than 14 days) to reduce usage to acceptable levels. 

 

16. Confidential Information

16.1 Confidential Information means the confidential information of a party which relates to the subject matter of this Agreement and includes:
(a) any information which is marked as confidential or which by its nature or the circumstances of disclosure a reasonable person would regard as confidential;
(b) the design, specification and content of the Software and the Services;
(c) personnel, policies, software releases, user testing, proposals, clientele, suppliers or business strategies;
(d) your Material and your clients' Personal Information; and
(e) the commercial terms of this Agreement.
16.2 Subject to clause 16.3, a party must not, without the prior written approval of the other party, disclose the other party's Confidential Information.
16.3 A party may disclose the other party's Confidential Information:
(a) to its officers, contractors, agents, employees, affiliates, professional advisers, auditors, and insurers who have a need to know for the purpose of this Agreement, provided such persons are bound by confidentiality obligations no less protective than this clause 16;
(b) if required by law, court order, regulatory authority, or the rules of any stock exchange, provided the disclosing party (where lawful) gives the other party prompt notice and reasonable opportunity to contest or limit the disclosure; or
(c) with the prior written consent of the other party.
16.4 Each party must:
(a) use the other party's Confidential Information only for the purposes of this Agreement;
(b) take reasonable steps to protect the other party's Confidential Information from unauthorised access, use or disclosure; and
(c) upon termination of this Agreement, return or destroy (at the other party's election) all Confidential Information of the other party, except to the extent retention is required by law or for legitimate business record-keeping purposes.

17. Privacy and Data Protection

General Obligations
17.1 Each party will comply with all Applicable Data Protection Laws in connection with this Agreement.
17.2 To the extent that we Process Personal Information on your behalf in providing the Services, the parties acknowledge that you are the Controller and we are the Processor in respect of such Personal Information.
17.3 As Processor, we will:
(a) Process Personal Information only on your documented instructions (including as set out in this Agreement) and as necessary to provide the Services, unless required by applicable law to Process for other purposes (in which case we will notify you before Processing, unless prohibited by law);
(b) ensure that persons authorised to Process Personal Information are subject to appropriate confidentiality obligations;
(c) implement and maintain appropriate technical and organisational measures to protect Personal Information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access, taking into account the nature, scope, context and purposes of Processing;
(d) not engage a sub-processor without your prior written consent (which may be given generally for categories of sub-processors, subject to notification of changes and an opportunity to object);
(e) ensure that any sub-processor is bound by data protection obligations no less protective than those in this clause 17;
(f) taking into account the nature of the Processing, assist you by appropriate technical and organisational measures, insofar as this is possible, in responding to requests from Data Subjects exercising their rights under Applicable Data Protection Laws;
(g) assist you in ensuring compliance with your obligations regarding security of Processing, notification of Data Breaches, data protection impact assessments, and prior consultations with supervisory authorities, taking into account the nature of Processing and the information available to us;
(h) at your choice, delete or return all Personal Information to you after the end of the provision of Services (subject to applicable law requiring retention); and
(i) make available to you all information necessary to demonstrate compliance with this clause 17 and allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you (subject to reasonable confidentiality and security requirements).
Internet Transmission Security
17.4 You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any data or information you transmit to or through the Services may be read or intercepted by others, even where encryption is used. While we implement reasonable security measures, we cannot guarantee the absolute security of data transmitted over the internet. We shall not be liable for any interception or interruption of communications through the internet.

International Data Transfers
17.5 We will not transfer Personal Information outside Your Jurisdiction unless:
(a) the transfer is to a country recognised as providing adequate protection under Applicable Data Protection Laws;
(b) appropriate safeguards are in place (such as standard contractual clauses approved by the relevant supervisory authority, binding corporate rules, or certification mechanisms);
(c) a derogation applies under Applicable Data Protection Laws; or
(d) you have provided prior written consent to the transfer.
17.6 For UK users, to the extent required, the parties agree that the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (as issued by the UK Information Commissioner) shall apply to transfers of Personal Information from the UK.

 

Your Obligations
17.7 You represent and warrant that:
(a) all Personal Information provided to us has been collected lawfully and in accordance with Applicable Data Protection Laws;
(b) you have provided all required notices and have obtained all necessary consents, authorisations, or other lawful bases for Processing from individuals whose Personal Information is provided to us;
(c) you have all necessary authority to provide such Personal Information to us and to instruct us to Process it in accordance with this Agreement;
(d) your instructions to us regarding the Processing of Personal Information comply with Applicable Data Protection Laws; and
(e) you will not provide us with any sensitive personal information (such as health information, biometric data, or information revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, or sexual orientation) unless strictly necessary for the Services and with appropriate consents or other lawful bases in place.
17.8 You acknowledge that to the extent you input sensitive personal information into the Software, you do so at your own risk and in accordance with

 

Applicable Data Protection Laws.
California Privacy Rights (US Users)
17.9 For California residents, and to the extent applicable under the CCPA:
(a) We act as a 'service provider' (as defined in the CCPA) when Processing Personal Information on your behalf;
(b) We will not sell or share (as those terms are defined in the CCPA) Personal Information that we Process on your behalf;
(c) We will not retain, use, or disclose Personal Information for any purpose other than providing the Services or as otherwise permitted by the CCPA;
(d) We will not combine Personal Information received from you with Personal Information received from other sources, except as permitted by the CCPA; and
(e) We will assist you in responding to verifiable consumer requests, as required by the CCPA.

 

Data Breach Notification
17.10 A Data Breach means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Information Processed by us in connection with this Agreement.
17.11 If we become aware of a Data Breach, we will:
(a) notify you without undue delay and: (i) for UK users, within 72 hours of becoming aware; (ii) for Australian users, as soon as practicable and within 72 hours; and (iii) for US users, within the timeframes required by applicable state law;
(b) provide you with sufficient information to enable you to assess the nature and scope of the breach;
(c) take reasonable steps to contain and remediate the Data Breach;
(d) cooperate with you in investigating the Data Breach and meeting any notification obligations you may have under Applicable Data Protection Laws; and
(e) keep you informed of developments until the Data Breach is resolved.
17.12 You acknowledge that:
(a) you remain responsible for determining your own notification obligations under Applicable Data Protection Laws;
(b) our notification to you does not constitute an admission of liability or fault; and
(c) we will not directly notify your clients or Data Subjects of a Data Breach without your prior written consent, except where required by law.
17.13 The provisions of our Privacy Policy part of this Agreement and describe our privacy practices in further detail.

 

18. Support

 

18.1 We will provide you with the following support for the Software:
(a) Support hours: (i) for Australian users: 9:00am to 5:00pm AEST/AEDT, Monday to Friday (excluding NSW and national public holidays); (ii) for UK users: 9:00am to 5:00pm GMT/BST, Monday to Friday (excluding England public holidays); (iii) for US users: 9:00am to 5:00pm EST/EDT, Monday to Friday (excluding US federal holidays);
(b) Queries can be raised via online chat or email to support@moneymindprofile.com;
(c) A support specialist will endeavour to resolve your query. If further investigation is required, we will provide status updates; and
(d) A self-service knowledgebase is available at www.moneymindprofile.com/support.
18.2 Escalated issues are categorised into the following priority ratings:
(a) Highest: Critical system-wide issues. Updates every 2-4 business hours.
(b) High: Significant issues affecting core functionality. Updates every half to 1 Business Day.
(c) Medium: Issues with available workarounds. Updates every 5-10 Business Days.
(d) Low: Minor or cosmetic issues. Monthly updates.
18.3 When providing support, we may need to access your screen or Material. You consent to such access. We will use information accessed during support solely for providing support services and will delete any copies after resolving the support request.

 

19. Term and Termination

19.1 This Agreement begins on the Commencement Date and continues until terminated in accordance with this clause 19.
19.2 Either party may terminate this Agreement by providing at least 30 days' written notice prior to the expiry of the then-current Term.
19.3 We may terminate this Agreement immediately by written notice if:
(a) you breach any material provision of this Agreement and fail to remedy the breach within 14 days after receiving written notice (or such breach is not capable of remedy);
(b) you become insolvent, enter into administration, receivership, liquidation, or bankruptcy, or make any arrangement with your creditors;
(c) you cease or threaten to cease carrying on business; or
(d) you fail to pay any amounts due under this Agreement within 30 days of the due date.
19.4 You may terminate this Agreement immediately by written notice if we:
(a) breach any material provision of this Agreement and fail to remedy the breach within 14 days after receiving written notice; or
(b) become insolvent, enter into administration, receivership, or liquidation.
19.5 Upon termination of this Agreement for any reason:
(a) you must immediately cease using the Software (including any templates);
(b) you must return or destroy any Confidential Information in your possession and provide written confirmation;
(c) all licences granted under this Agreement will immediately terminate; and
(d) you must pay all outstanding Fees within 14 days of the termination date.
19.6 If you terminate other than in accordance with clause 19.2 or 19.4, or if we terminate under clause 19.3, you must pay to us, as a genuine pre-estimate of our loss (and not as a penalty), an early termination fee equal to the Fees that would have been payable for the lesser of: (a) the remainder of the then-current Term; or (b) three months.
19.7 You acknowledge that:
(a) 30 days after termination we may permanently delete all copies of your Material;
(b) you must export or download your Material before termination if you wish to retain it; and
(c) if affiliated with a Master Service Agreement, we may provide a copy of Material to that entity at your request.
19.8 Termination will not affect any accrued rights or remedies.
19.9 The following clauses survive termination: 1, 4.4-4.6, 9.3-9.4, 11.3-11.4, 12, 14, 15, 16, 17, 19.5-19.9, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, and Schedule 1.

20. Limitation of Liability

20.1 Nothing in this Agreement excludes or limits either party's liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any liability that cannot lawfully be excluded or limited under applicable law (including your Non-excludable Rights); or
(d) a party's indemnification obligations under clause 21.
20.2 Subject to clause 20.1, and except for any express warranty under this Agreement, we exclude all warranties, conditions, representations, and guarantees which are express or implied by any legislation, common law, equity, custom, or otherwise, to the maximum extent permitted by applicable law.
20.3 Subject to clause 20.1, our total aggregate liability to you arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of:
(a) the total amount of Fees paid by you to us in the 12 months immediately preceding the incident giving rise to the liability; or
(b) USD $5,000 (or the equivalent in your local currency).
20.4 Our total liability to you for a breach of any Non-excludable Rights (other than those that by law cannot be limited) is limited, at our option, to:
(a) in the case of goods: resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing, the goods; or
(b) in the case of services: supplying the services again or paying the cost of having the services supplied again.
20.5 Subject to clause 20.1, neither party will be liable to the other for any:
(a) loss of profits, revenue, savings, business, contracts, or opportunity;
(b) loss of data (except where caused by our breach of clause 17);
(c) loss of goodwill or reputation;
(d) wasted expenditure; or
(e) any indirect, incidental, consequential, special, punitive, or exemplary loss or damage,
arising out of or in connection with this Agreement, even if the party was advised of the possibility of such loss or it was otherwise foreseeable.
20.6 Each party must take reasonable steps to mitigate any Loss for which it may claim against the other party.
20.7 The limitations in this clause 20 will apply even if any limited remedy fails of its essential purpose.
20.8 You acknowledge that the Fees reflect the allocation of risk in this Agreement, including the limitations and exclusions in this clause 20, and that we would not enter into this Agreement without these provisions.

 

21. Indemnity

 

Your Indemnity
21.1 To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless us, our affiliates, and our respective directors, officers, employees, contractors and agents from any and all Losses arising from or related to:
(a) your breach of any representation, warranty, or obligation in this Agreement;
(b) your violation of any applicable law or regulation;
(c) your infringement or violation of any third-party right, including any Intellectual Property Right or privacy right;
(d) any claim that your Material infringes any third-party Intellectual Property Rights or has caused damage to a third party;
(e) your provision of Financial Services to your clients;
(f) your failure to comply with applicable financial services licensing or regulatory requirements; and
(g) your use of the Software or Services other than in accordance with this Agreement.

 

Our Indemnity
21.2 Subject to clauses 21.3 and 21.4, we agree to indemnify, defend, and hold harmless you and your directors, officers, employees and agents from any and all Losses arising from any third-party claim that the Software (excluding any Material or third-party materials) infringes any Intellectual Property Rights in Your Jurisdiction.
21.3 The indemnity in clause 21.2 does not apply to the extent that the claim arises from:
(a) your modification of the Software;
(b) your combination of the Software with other software, hardware, or materials not provided by us;
(c) your use of the Software other than in accordance with this Agreement;
(d) your continued use of allegedly infringing Software after we have provided a non-infringing alternative; or
(e) any Material.
21.4 If the Software becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may at our option and expense:
(a) procure for you the right to continue using the Software;
(b) replace or modify the Software so that it becomes non-infringing (without material reduction in functionality); or
(c) if neither (a) nor (b) is commercially practicable, terminate this Agreement and refund any prepaid Fees for the period after termination.